Article IV
TCI CABLEVISION OF KANSAS, INC.

Sections:

Section 1. Definition of Terms

1.1    Generally.

1.2    Grantee.

1.3    Cable ordinance.

Section 2. Grant of Franchise – General Conditions

2.1    Grant.

2.2    Effective date.

2.3    Effect of acceptance.

2.4    Release of claims related to prior franchise.

2.5    Nonexclusive.

2.6    Area and term.

2.7    Limits.

2.8    Grantee to bear its own costs.

2.9    Exclusive contracts prohibited.

2.10    Other limitations.

2.11    No waiver.

2.12    Agreement to be liberally amended.

Section 3. Conditions on Occupation of Street

3.1    Installation – Location.

3.2    Same – Timing.

3.3    General construction and operational practices.

3.4    Protection of public and private property.

3.5    Duty to repair and compensate.

3.6    Duty to relocate facilities.

3.7    Failure to move, replace or restore.

3.8    Removal or relocation in event of emergency.

3.9    Authority to trim trees.

3.10    Underground construction.

3.11    No guarantee of accuracy of maps.

3.12    Contractors.

3.13    Use of grantee’s equipment.

Section 4. System Design

4.1    General system design.

4.2    System design review process.

4.3    Other construction procedures.

4.4    System maintenance.

4.5    System performance.

4.6    Initial and continuing tests.

4.7    Provision of service to subscribers – System extension.

4.8    Public, educational and governmental use – Channel capacity.

4.9    PEG use – Equipment and facilities.

4.10    PEG use – Management, rules and procedures.

4.11    PEG use – General.

4.12    Leased use.

4.13    Interconnection.

4.14    Future system upgrades/rebuilds.

4.15    Subscriber services.

Section 5. Customer Services and Rates

5.1    Minimum customer service standards.

5.2    Rate regulation.

Section 6. Franchise Fee

6.1    Amount.

6.2    When due.

6.3    No accord or satisfaction.

6.4    Late payments.

6.5    Not in lieu of other fees, taxes or assessments.

6.6    Right to audit.

6.7    Payment on termination.

Section 7. Protection of City and Enforcement

7.1    Liability insurance.

7.2    Performance bond.

7.3    Security fund.

7.4    Approval of sureties – Relation to other remedies.

7.5    Indemnification.

7.6    Remedies.

7.7    Procedures prior to exercise of certain remedies.

7.8    Continuity of service.

7.9    Termination.

Section 8. Monitoring Performance

8.1    Books and records.

8.2    Reports and responses to questions.

8.3    Records maintained.

8.4    Inspection of plant.

8.5    Periodic review.

8.6    Unreasonable requests.

Section 9. Transfers

9.1    Prior approval required.

9.2    Application for transfer.

9.3    City response.

9.4    Other matters.

9.5    Certain transfers to affiliates.

Section 10. Miscellaneous

10.1    Time of essence, maintenance of records of essence.

10.2    Effect of preemption – Federal and state law.

10.3    Force majeure.

10.4    Written notice.

10.5    Connections to a grantee’s system, use of antennas.

10.6    Kansas law governs.

10.7    Determination of questions of fact.

10.8    Headings descriptive.

10.9    Attorneys fees.

Section 1. Definition of Terms

1.1 Generally.

Except as otherwise specified below, the terms, phrases, words and their derivations used in this Franchise Agreement (“Agreement”) shall have the meaning set forth in, the Topeka Cable Franchise Ordinance. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The words “shall” and “will” are mandatory and “may” is permissive. Words not defined herein shall be given the meaning set forth in the Cable Communications Policy Act of 1984, 47 U.S.C. § 521 et seq., as amended, and, if not defined therein, shall be given their common and ordinary meaning. (Ord. 16560 § 1, 3-9-93.)

1.2 Grantee.

The term “Grantee” refers to TCI of Kansas, Inc. (Ord. 16560 § 1, 3-9-93.)

1.3 Cable ordinance.

The term “Cable Ordinance” refers to the Topeka Cable Franchise Ordinance, as it may be amended from time to time. (Ord. 16560 § 1, 3-9-93.)

Section 2. Grant of Franchise – General Conditions

2.1 Grant.

2.1.1 Authorization. The City hereby issues Grantee a Franchise that authorizes the Grantee to construct, operate and maintain a Cable System to provide cable service and other telecommunications services within its Franchise Area in Topeka. Any reference to the Company’s duty to comply with its Franchise, or its obligations thereunder, shall include the obligation to comply with the provisions of this Agreement and the provisions of the Cable Ordinance.

2.1.2 Right to Install. Grantee, for the purposes described in section 2.1.1, may install its Cable System in, on, over, under, upon, across and along Streets in accordance with this Agreement and the Cable Ordinance. Provided that, in addition to complying with this Agreement and the Cable Ordinance, the construction, operation and repair of the Cable System shall be subject to all existing and future laws and codes of the City, including zoning ordinances, and ordinances establishing construction standards or procedures for use of the Streets. Further, this authorization is not in lieu of any license required for conducting business in Topeka. This Agreement does not confer rights other than as expressly provided herein or as mandated by federal or state law.

2.1.3 Police Power. The Grantee shall at all times be subject to the exercise of the police power of the City, including but not limited to any power the City has to adopt cable television consumer protection laws and service standards pursuant to the Cable Act, 47 U.S.C. § 552. (Ord. 16560 § 1, 3-9-93.)

2.2 Effective date.

This Agreement shall be effective upon the first day after all four of the following are completed: (1) this Agreement is signed by the City; (2) the Agreement is signed by Grantee; (3) Grantee has submitted a letter in the form attached hereto, unconditionally accepting its Franchise and agreeing to abide by its terms; and (4) Grantee has made the payment required by section 2.4 of this Agreement. Provided that, the four conditions set forth in this section must be satisfied within 30 days of the passage of this ordinance, or it shall be no force and effect. (Ord. 16560 § 1, 3-9-93.)

2.3 Effect of acceptance.

By accepting the Franchise, Grantee: (a) acknowledges and accepts the City’s legal right to issue and enforce the Franchise; (b) agrees it will not oppose intervention by the City in any proceeding affecting the Grantee’s Cable System in Topeka; (c) accepts and agrees to comply with each and every provision of its Franchise; and (d) agrees that the Franchise was granted pursuant to processes and procedures consistent with applicable law, and agrees it will not raise any claim to the contrary. (Ord. 16560 § 1, 3-9-93.)

2.4 Release of claims related to prior franchise.

The City and Grantee mutually release any claims each had or may have against the other under Article IV, § 1 of the Topeka City Code except with respect to claims (if any) related to payment of the 1992 franchise fee and claims for indemnification, contribution or insurance related to Grantee’s operations under Article IV § 1 of the Topeka City Code which survive. Grantee shall pay the City of Topeka $150,000.00 in addition to any other payments required by this Agreement or the Cable Ordinance. The parties affirm and agree that the payments made hereunder do not constitute franchise fee payments within the meaning of the Cable Act, 47 U.S.C. § 542, and fall within the exceptions contemplated by the Cable Act, 47 U.S.C. § 542, and are made as part of the overall resolution of issues that result in the granting of a renewal Franchise to Grantee to construct, operate and maintain a cable television system for a new franchise term. (Ord. 16560 § 1, 3-9-93.)

2.5 Nonexclusive.

The Franchise is nonexclusive. (Ord. 16560 § 1, 3-9-93.)

2.6 Area and term.

Unless the franchise is terminated or shortened as provided in the Cable Ordinance or this Agreement, the Franchise shall terminate 15 years from the effective date of this Agreement and Grantee shall, up to and through that day, construct, operate and maintain its Cable System and provide cable service in its Franchise Area, which shall be the City of Topeka, as it now exists and as it may expand in the future. (Ord. 16560 § 1, 3-9-93.)

2.7 Limits.

The Franchise does not authorize the Grantee to construct, operate or repair any other type of system, or to provide service to, or install its Cable System upon, private property without owner consent, or to use publicly or privately owned conduits or poles without a separate agreement with the owners, except that, nothing in this section limits any rights the Grantee may have to use compatible easements pursuant to section 621 of the Cable Act, 47 U.S.C. § 541(a)(2). (Ord. 16560 § 1, 3-9-93.)

2.8 Grantee to bear its own costs.

Unless otherwise specifically provided herein, all acts which Grantee is required to perform under its Franchise or applicable law must be performed at Grantee’s own expense. (Ord. 16560 § 1, 3-9-93.)

2.9 Exclusive contracts prohibited.

Grantee may not enter into an exclusive contract for the provision of cable service with any person or building, or demand the exclusive right to serve a person or building as a condition of extending service. (Ord. 16560 § 1, 3-9-93.)

2.10 Other limitations.

2.10.1 No Expectancy of Renewal. Nothing in this Agreement shall be read to create an expectancy of renewal or to in any respect entitle any Grantee to renewal or extension of its Franchise, except as may be expressly required by applicable law.

2.10.2 No Implied Privilege or Exemption. No privilege or exemption shall be granted or conferred by this Agreement except as may be specifically prescribed herein.

2.10.3 Other Uses. Any privilege claimed under this Agreement by the Grantee in any Street or other public property shall be subordinate to any prior lawful occupancy of the Streets or other public property, subject to section 14 of the Cable Ordinance.

2.10.4 No Recourse. The Grantee shall have no recourse against the City for any damages suffered as a result of the City’s proper exercise of any rights or combination of rights under this Franchise.

2.10.5 Construction. The provisions of this Agreement will be liberally construed in favor of the City in order to promote the public interest. In the event of a conflict between the Cable Ordinance and this Agreement, the Cable Ordinance shall control, unless otherwise specifically provided in this Agreement. (Ord. 16560 § 1, 3-9-93.)

2.11 No waiver.

2.11.1 Generally. The failure of the City, upon one or more occasions, to exercise a right or to require compliance or performance under this Agreement, the Cable Ordinance, or any other applicable law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance, unless such right has been specifically waived in writing.

2.11.2 Waiver Not Implied. Waiver of a breach of this Agreement or the Cable Ordinance is not a waiver of any similar or different breach. Neither the granting of this Franchise nor any provision herein shall constitute a waiver or bar to the exercise of any governmental right or power of the City, including without limitation the right of eminent domain. (Ord. 16560 § 1, 3-9-93.)

2.12 Agreement to be liberally amended.

The City shall amend this Agreement upon the application of the Grantee when necessary to enable the Grantee to take advantage of developments in the field of telecommunications that, in the opinion of the City, will afford the Grantee an opportunity to serve its customers more efficiently, effectively, and economically. Such amendments shall be subject to such conditions as are appropriate to protect the public interest. (Ord. 16560 § 1, 3-9-93.)

Section 3. Conditions on Occupation of Street

3.1 Installation – Location.

Grantee’s Cable System shall only be installed on the property of the Grantee, on existing pole facilities that Grantee may use under a valid pole attachment agreement or order of the City, on the property of a subscriber, in compatible easements that Grantee is entitled to use, or under the Streets of the City; installation of new poles in the Streets is forbidden without the prior written consent of the City. A Grantee’s placement of its Cable System pursuant to its Franchise shall not be deemed to give that Grantee a property interest in any particular location within the Public Streets or upon Public Property. The City reserves the right to designate where a Cable System is to be placed within the Streets and upon Public Property. (Ord. 16560 § 1, 3-9-93.)

3.2 Same – Timing.

Grantee shall begin construction to upgrade its Cable System as required by section 4 hereof by thirty (30) days after the effective date of this agreement. The upgrade must be completed by twenty-four (24) months after construction begins. Grantee is obligated to obtain all permits, licenses, approvals and contracts required in order for it [to] begin and complete construction to upgrade its System in accordance with this Agreement, and its failure to do so is a material breach of this Agreement. The City shall grant reasonable extensions of time to complete the upgrade in particular areas of the City if, prior to the scheduled time for completion, Grantee shows that, notwithstanding its due diligence, it has been unable to extend service to a specified area because the acts or omissions of a third party (not including Grantee’s subcontractors or agents) have caused a delay in construction beyond delays reasonably expected during the course of a rebuild or upgrade, and Grantee proposes a reasonable alternative deadline for extension of service to that area. (Ord. 16560 § 1, 3-9-93.)

3.3 General construction and operational practices.

3.3.1 Compliance With Standard Practices, Laws and Codes. The construction, operation and repair of Grantee’s Cable System shall be performed in an orderly and workmanlike manner. Grantee shall construct, operate and maintain its system in accordance with all applicable federal, state, and local laws and codes, including but not limited to building, zoning and other land use, and safety laws or codes now or hereafter in effect.

3.3.2 Specific Requirements. Without limiting the foregoing, the installation of any Cable System shall be in accordance with the applicable requirements of the:

3.3.2.1 National Electrical Code of the National Fire Protection Association.

3.3.2.2 National Electrical Safety Code.

3.3.2.3 Rules and Regulations of the Federal Communications Commission, Parts 76 and 78.

3.3.2.4 Obstruction Marking and Lighting, AC 70/7460-IE, Federal Aviation Administration.

3.3.2.5 OSHA Safety and Health Standards.

3.3.2.6 NCTA Standards of Good Engineering Practices, NCTA 008-0477 EIA Standard RS-222C “Structural Standards for Steel Towers and Antenna Supporting Structures.”

(Source: April 24, 1992, TCI Proposal.)

3.3.3 Additional Codes or Laws. The City, after consultation with the Grantee, may adopt reasonable additional codes or laws as required to ensure that work continues to be performed in an orderly and workmanlike manner, or to reflect changes in standards which may occur over the term of a Franchise. Amendments to existing codes or laws, or adoption of new codes or laws, shall be applicable to work performed after the effective date of the amendment or adoption, unless otherwise provided within the appropriate law or code.

3.3.4 Personnel Must Be Trained and Experienced. The construction, operation and repair of the Cable System shall be performed by experienced personnel who shall keep the Cable System in a safe and suitable condition and in good order and repair. All installations shall be durable, and use equipment of good quality. (Ord. 16560 § 1, 3-9-93.)

3.4 Protection of public and private property.

3.4.1 No Endangerment or Interference. The Grantee shall construct, operate and repair its Cable System so as not to endanger or unduly interfere with the property of the City, any gas, electric or telephone fixture or other public utility property, including any water line, hydrant or main; or the lives or property of persons; or to unnecessarily hinder or obstruct use of Public Streets. It is the duty of Grantee to protect, at its expense, Public Property and private property from damage caused by the construction, operation and repair of its Cable System, and to promptly repair damage it causes, or to compensate the owner of the property for damage Grantee causes. Property so damaged shall be repaired within ten (10) days of the damage and/or compensation paid no later than within thirty (30) days of the date of the damage. Grantee shall construct, operate and maintain its System with due care for the safety and integrity of persons and property, and shall use appropriate safety devices, warning signs, barricades and lights to prevent harm to persons or property.

3.4.2 Duty to Notify. The Grantee shall notify any person whose property is damaged by the Grantee within four hours of the time the damage is discovered. At a minimum, this section requires a Grantee to place a prominent notice in a prominent place on the damaged property, and to make diligent efforts to contact the property owner or resident directly.

3.4.3 Excavation. All excavation shall be performed so as to create the least inconvenience to public, and in accordance with permits issued by the City. The City shall have the right to supervise all excavation. (Ord. 16560 § 1, 3-9-93.)

3.5 Duty to repair and compensate.

If Grantee disturbs any Public Street, Public Property or private property during the course of constructing, operating or repairing its Cable System, Grantee shall, at its own expense, replace and restore the Public Street or property to as good condition as before said work was commenced as is possible to the reasonable satisfaction of the City (in the case of Public Streets or Public Property) or the owner (in the case of private property). The Grantee shall at all times comply with the requirements of the Cable Act, 47 U.S.C. 541 (a)(2)(A) – (C). The Public Streets, Public Property or private property affected shall be replaced or restored promptly and no later than within fifteen (15) days of the date of the disturbance. (Ord. 16560 § 1, 3-9-93.)

3.6 Duty to relocate facilities.

3.6.1 For Government. Grantee is required to remove, relay and relocate its Cable System at its own expense whenever the City or any authorized governmental body requires it to do so for reasons of traffic conditions, public health and safety, or protection of property; or because the City or authorized governmental body elects to change or alter the grade, or sell or vacate any Public Street or Public Property, to move any building or structure, or to construct, operate or repair any water pipes, lines or mains, sanitary and storm sewers, watercourses, drainage ditches, conduits, playgrounds, power lines, tracks, traffic control devices or other public improvement, public utility, public structure or facility, which change, alteration, sale, vacation, movement, construction, operation or repair will be aided by removal, relaying or relocation of Grantee’s Cable System. Grantee shall be given written notice requesting the removal, relaying or relocation of its Cable System at least twenty (20) days in advance of the date removal, relaying or relocation of the Cable System must be completed.

3.6.2 For Other Users of Rights of Way. If any removal, relaying or relocation of Grantee’s Cable System is required to accommodate the construction, operation or repair of the facilities of another person that is authorized to use the Public Streets or Public Property, Grantee shall, after twenty (20) days’ advanced written notice, take action to effect the necessary changes requested by the responsible entity. The expense of temporary removal, relaying or relocation as provided for in this section shall be paid by the person requesting the same.

3.6.3 For Third Parties. Grantee shall, upon the request of any person holding a building moving permit issued by the City, temporarily raise, lower, relay, relocate or remove its wires, cables and other facilities to accommodate the moving of the building. The expense of such temporary raising or lowering, relaying, relocation or removal of a Grantee’s facilities shall be paid by the person requesting the same, and a Grantee shall have the authority to establish the reasonable cost of such changes and require such payment in advance. Grantee shall temporarily move its System as required under this section if required payments are made and Grantee is given at least forty-eight (48) hours advance written notice to arrange for such temporary changes. (Ord. 16560 § 1, 3-9-93.)

3.7 Failure to move, replace or restore.

If Grantee fails to remove, relay or relocate its Cable System as required or within the time period specified in section 3.6; or if Grantee fails to restore, repair or replace Public Streets or Public Property as required and within the time period specified in sections 3.4 and 3.5; the City may perform the work itself or hire someone to perform the work, and the Grantee shall compensate the City for all reasonable expenses it incurs. In the event Grantee fails to restore, replace or repair private property as required and within the time period specified by sections 3.4 and 3.5, the owner may perform the work itself or hire someone to perform the work, and the Grantee shall compensate the owner for all reasonable expenses incurred. If Grantee fails to protect Public Streets or Public Property as required by its Franchise, the City may do so, and the Grantee shall compensate the City for all reasonable expenses incurred thereby. The Grantee shall pay expenses incurred by the City or property owner within thirty (30) days of receipt of an itemized account of such expenses. (Ord. 16560 § 1, 3-9-93.)

3.8 Removal or relocation in event of emergency.

In event of emergency, or where Grantee’s Cable System creates or is contributing to an imminent danger to health, safety or property, the City may remove, relocate or relay that Cable System without prior notice. (Ord. 16560 § 1, 3-9-93.)

3.9 Authority to trim trees.

Grantee shall have the authority to trim trees and shrubbery upon and overhanging Public Streets and other Public Property so as to prevent the branches and foliage of such trees and shrubbery from coming in contact and interfering with the Grantee’s Cable System. If the City requests it, trimming shall be done under the supervision and direction of the City. (Ord. 16560 § 1, 3-9-93.)

3.10 Underground construction.

In any area where any electric and telephone systems are underground, Grantee shall install its Cable System underground. If, after the Grantee installs its System, electric or telephone systems are required by the City to relocate so that any electric or telephone systems in an area are required to be underground, the City may require Grantee to place its Cable System in that area underground, in which case Grantee shall be compensated for its reasonable costs incurred in placing its Cable System underground (except as provided in section 3.6.1). (Ord. 16560 § 1, 3-9-93.)

3.11 No guarantee of accuracy of maps.

The City does not guarantee the accuracy of any maps showing the horizontal or vertical location of existing structures. In Public Streets, where necessary, the location shall be verified by excavation. (Ord. 16560 § 1, 3-9-93.)

3.12 Contractors.

A Grantee’s contractors or subcontractors shall be properly licensed, and each contractor or subcontractor shall have the same obligations with respect to its work as Grantee would have under its Franchise and applicable laws if the work were performed by the Grantee. Grantee shall be responsible for ensuring that the work of its contractors and subcontractors is performed consistent with its Franchise and applicable law, shall be fully responsible for all acts or omissions of its contractors or subcontractors and shall be responsible for promptly correcting acts or omissions by any of its contractors or subcontractors. (Ord. 16560 § 1, 3-9-93.)

3.13 Use of grantee’s equipment.

Subject to applicable tariffs, the City may use poles or conduits of Grantee at no charge, so long as the use does not unduly interfere with Grantee’s use. The City shall indemnify, defend and save harmless Grantee for all claims arising out of the City’s use of Grantee’s poles or conduits, including reasonable attorneys fees and costs. Nothing in this section prohibits the Grantee from participating in the defense of any litigation by its own counsel, at its expense. (Ord. 16560 § 1, 3-9-93.)

Section 4. System Design

4.1 General system design.

4.1.1 Upgrade to 550 mHz. Grantee shall upgrade its system so that the system in its entirety uses at least 550 mHz capable equipment of high quality and reliability, and can deliver at least 500 mHz downstream to each subscriber. Grantee shall use a fiber-to-feeder architecture. The fiber optic technology will be designed and integrated into the system in a manner which permits the Grantee to take full advantage of the benefits of that technology, as described in Grantee’s April 24, 1992 proposal to the City (hereinafter “Grantee’s Proposal,” attached to the ordinance codified in this article as Appendix 1), at pages 4 through 6, including increased reliability, improved system performance and ease of expandability. The fiber optic technology will interface serving no more than 2,500 subscribers per node, with no more than seven active components in the trunk and distribution cascades off a node. The Grantee may seek a waiver or variance of these standards by providing the City with notice prior to proceeding with construction or the proposal. The City may review as provided in section 4.2.2 of this Agreement. The City shall not unreasonably object to a waiver or variance request if the waiver or variance is necessary to enable Grantee to take advantage of developments in the field of telecommunications that will afford the Grantee an opportunity to serve its customers more efficiently, effectively and economically, and that the system will continue to satisfy the needs and interests of the community. If the City acts unreasonably the Grantee may seek review in a Court of competent jurisdiction. If an appropriate objection is made, and the objection is not otherwise resolved, Grantee may make application to amend the Agreement pursuant to section 2.12 of this Agreement. If an appropriate objection is made, the objection is not otherwise resolved, a request to amend the Agreement pursuant to section 2.12 is denied, and the Grantee is in violation of this section, the City may exercise the remedies provided in section 7 of this Agreement, or federal or state law.

4.1.2 Dedicated Connections – Initially Activated.

(a) The Grantee shall install, replace as necessary, and maintain, dedicated, bidirectional fiber optic links between City Hall/Shawnee County Courthouse “complex,” the Topeka/Shawnee County Health Agency, Topeka Fire Department Headquarters, Topeka Police Department Headquarters, Washburn University, USD 501 Administrative Building, Topeka High School, Topeka West High School, and Highland Park High School to the headend and an access center designated by the City. These dedicated connections shall be designed and include all equipment, including but not limited to laser transmitters, modulators, demodulators and processors required so that each location can send signals simultaneously to the headend and the access center on at least one channel, and simultaneously can receive all public, educational, governmental and institutional use channels from the access center or the headend.

(b) In addition, Grantee shall install replace as necessary and maintain a dedicated fiber optic link between an access center to be designated by the City and the headend. This dedicated connection shall be designed and include all equipment, including but not limited to laser transmitters, modulators, demodulators and processors required so that the access center can send signals to the headend on every channel, dedicated to public, educational, governmental and institutional use (as those channels are activated); so that the access center can receive all public, educational, governmental and institutional signals (including signals sent upstream through the headend via the institutional network; or to the access center via the bidirectional links); and so that the access center can remotely (1) route signals originated at the center or at other distant locations onto any of the access channels on the regular subscriber network and (2) otherwise control the signals to allow for smooth breaks, transitions, insertion of channel ID’s and other material.

4.1.2.1 Other Locations. The City may designate other locations for the installation of equipment for use as provided in section 4.1.2 above. Grantee shall be reimbursed, without profit, for any expenses required by this subsection.

4.1.2.2 Alternate Equipment. Notwithstanding the references to fiber optic links and equipment in section 4.1.2 above, Grantee may propose to the City the use of alternate equipment to accomplish the purposes of section 4.1.2. The City shall not withhold approval of Grantee’s proposal if the technology and equipment proposed meet the needs of section 4.1.2, and if it meets the qualitative standards implied by the requirements of section 4.1.2.

4.1.3 Grantee Must Use Modern and Reliable Equipment. The Grantee shall use equipment generally used in high-quality, reliable, modern systems of similar design, including but not limited to back-up power supplies capable of providing power to the system for a minimum of two hours in the event of an electrical outage; and including but not limited to modulators, antennae, amplifiers, and other electronics which permit and are capable of passing through the signals received at the headend with minimal alteration or deterioration. This obligation shall include the obligation: (1) to install equipment to retransmit in stereo satellite and local broadcast signals provided in stereo; (2) to provide back-up power supplies at each fiber optic node receiver and the headend; (3) to bond and ground the Cable System; (4) to properly ground all antennas, satellite receive stations and other exposed equipment; and (5) to properly waterproof the Cable System, install adequate thermal expansion loops and to hold coaxial cable splices to a minimum. All splices and connectors will be of integral sleeve type. House-drop cable will be double-shielded with a layer of foil and 67 percent braid coverage.

4.1.4 Headend. The Grantee shall install equipment so that the Cable System headend is capable of providing at least 80 plus channels in full configuration and will develop signals of high quality throughout the service area (including on channels retransmitting upstream signals received through the headend). All indoor headend components will be in an adequately air-conditioned and ventilated environment.

4.1.5 Emergency Alert System. The Grantee will install an emergency alert system in the Cable System headend that can override the video and audio portion of each cable channel and substitute an audio emergency message. The Grantee will install the emergency alert system and provide for a dedicated connection so that the system can be activated remotely by the City or its designee. The City will hold the Grantee, it agents, employees, officers and assigns harmless from any claims arising out of the City’s use of the emergency alert system.

4.1.6 Microwave Links. If Grantee uses microwave links to receive any signals, those facilities must meet the standards set forth in the FCC Regulations for Microwave Operations, specifically Part 78 of 47 CFR Ch. 1 for Cable Television Relay Service. At the City’s request, Grantee must perform testing to determine whether the facilities are in compliance with these standards. Grantee must ensure that the system is maintained at least in accord with the manufacturer’s specifications, and consistent with Grantee’s obligation to perform preventative maintenance. It is the Grantee’s responsibility to assure that any microwave facilities used to receive the signals meet or exceed these standards at all times, whether or not the facilities are owned or operated by the Grantee. Meeting the standards set forth in this section does not excuse Grantee from meeting other technical standards established by its Franchise.

4.1.7 Interruptions During Upgrade – Notice – Refunds. The Grantee must plan the upgrade of its system so that interruptions of service be minimized. All splicing and cut-over will be performed during normal working hours and no service may be left unrestored overnight. An individual address shall not be affected more than three days by outages as a result of the cut-over of service. In addition to providing notice before it enters onto property, Grantee will provide notice that it intends to interrupt service in a particular area at least by (a) running at least a one-half page advertisement in a daily newspaper at least once during the three days prior to the date cut-over is to begin in that area; and (b) running a text announcement that it intends to interrupt service on its Cable System every day for the three days prior to the date cut-over begins. Alternatively, the Grantee may announce the anticipated interruption by notifying all subscribers in affected area by door hangings or other personal notifications reasonably calculated to provide the subscribers with actual notice. This notification shall occur at least five days prior to the cut-over. The advertisement, and announcement or other notification must identify the area where service is likely to be interrupted, must state that subscribers whose service is interrupted may obtain refunds for interrupted service by calling the Grantee, and must list a telephone number that can be called to request refunds or further information. Subscribers interrupted pursuant to this section shall be entitled to a refund if service is interrupted for more than one hour between the hours of 7:00 p.m. and 11:00 p.m., or during a planned outage (with notice to subscribers as provided above) of eight (8) hours or more during a twenty-four (24) hour period, not to exceed two (2) days of such. When such interruptions occur Grantee shall automatically provide a credit to the subscriber’s account equal to 1/30 of the monthly charge for any service tier affected by the outage, and 1/30 of the charge for any service sold on a per-program basis. Except as otherwise provided in this section, refunds shall be determined as provided in the Consumer Protection Policies and Standards, specifically section eight (8) et seq. of those standards.

4.1.8 Notice Before Entry Onto Property. Grantee shall notify residents in any construction area at least one day in advance before first entering onto property to perform any work in conjunction with system construction, and shall additionally notify affected residents in advance of any work which will involve excavation, replacement of poles, or tree trimming.

4.1.9 Compatibility with Consumer Equipment. Grantee, to the extent practical, shall install equipment and construct its system so that, except for premium or pay-per-view services, a subscriber can use all features such as remote control units for VCR and television set for simultaneous viewing and recording on different channels.

4.1.10 Telephone Monitoring Equipment. Grantee shall install such devices as are required to enable the City to determine whether the Grantee is complying with each and every standard for customer telephone service, as amended from time to time. (Ord. 16560 § 1, 3-9-93.)

4.2 System design review process.

4.2.1 Submission of Plan. Prior to the date construction of the upgrade is scheduled to commence, Grantee shall provide a detailed system design and construction plan for all parts of the cable system, including all dedicated lines, to the City for the City’s review. Alternatively, Grantee may satisfy its obligation under this section 4.2.1 by making the design and construction plan available for review at the local office of the Grantee, or such other location as the City and the Grantee may agree, but in that case, Grantee must bear any additional travel and other expenses reasonably incurred by the City in connection with the inspection of the design and construction plan. The design and construction plan shall include at least the following elements:

4.2.1.1 Design type; trunk and feeder design; number and location of hubs or nodes.

4.2.1.2 Distribution system-cable, fiber, equipment to be used.

4.2.1.3 Plans for standby power at headend.

4.2.1.4 Longest amplifier cascade in system (number of amplifiers, number of miles, type of cable/fiber).

4.2.1.5 Plans for bringing signals to the Topeka headend, including a detailed description of receive equipment and a detailed description of any microwave facilities that are to used to transmit signals to the headend.

4.2.1.6 Design maps and tree trunk maps for the system. The system design will be shown on maps of industry standard scale using standard symbology, and shall depict all electronic and physical features of the cable plant.

4.2.1.7 Headend design, specifying equipment to be used.

4.2.1.8 Emergency Alert System design, specifying equipment to be used.

4.2.1.9 Milestones for the construction of the system, for every 3-month interval from April 30, 1993 to the completion of the system upgrade.

4.2.2 Review by City. The City shall have 30 days from the date it receives the design and construction plan to submit comments on the plan. Grantee must submit a written response to the comments including an amended plan, if appropriate, within 20 days of the date it receives the City’s comments. The City reserves any remedies it may have based on the design.

4.2.3 Submission of Cut-Over Plan. Thirty days prior to the first scheduled cut-over Grantee shall provide a cut-over plan for the City’s review which shows how Grantee will minimize disruption to subscribers.

4.2.4 Review by City. The City shall have 20 days from the date it receives the cut-over plan to submit comments on the plan. The City reserves any remedies it may have based on the cut-over plan.

4.2.5 Absence of City Comments. The failure of the City to submit comments, or to comment on any particular aspect of the design, construction or cut-over plan does not in any way relieve the Grantee of its obligations under this Agreement. (Ord. 16560 § 1, 3-9-93.)

4.3 Other construction procedures.

4.3.1 Grantee to Follow Design and Construction Plan. The Grantee shall follow a system design and construction plan consistent with its obligations under its Franchise, meet all milestones and construction deadlines, use the equipment specified (or substitute equipment of equivalent or better quality) in its distribution system design plan and construction plan (except insofar as those plans, if carried out, would result in construction of a system which would not meet requirements of federal, state, or local law; and except for such minor modifications as are typical in the industry).

4.3.2 Equipment Used. The Grantee shall use equipment of good and durable quality.

4.3.3 Provision of As-Built Maps. The Grantee shall, within 60 days of completion of the upgrade, provide as-built system design maps to the City for the City’s review. Alternatively, Grantee may satisfy its obligation under this section 4.3.3 by making the maps available for review at the local office of the Grantee, or such other location as the City and the Grantee may agree, but in that case, Grantee must bear any travel and other expenses reasonably incurred by the City in connection with the inspection of the maps.

4.3.4 Provision of Maps Showing Facility Locations. The Grantee shall provide maps showing the actual location of additions or extensions to its lines within 60 days of completion of system construction in any geographic area.

4.3.5 Construction Reports. The Grantee shall provide a monthly construction report to the City in a form acceptable to the City.

4.3.6 Public Construction File. The Grantee shall maintain a public file showing its plan and timetable for construction of the cable system. (Ord. 16560 § 1, 3-9-93.)

4.4 System maintenance.

4.4.1 Preventative Maintenance. Grantee shall perform preventative maintenance on the system in a manner consistent with good industry and engineering practice. As part of the preventative maintenance program, and in addition to the tests performed under section 4.6, the Grantee shall conduct a biannual testing of signal-to-noise and signal-to-hum ratios, and a quarterly routine evaluation of all other system operating parameters, including system performance testing for frequency response, headend operations and satellite station and microwave system inspection. The entire plant will be inspected for signal egress on at least a quarterly basis. The Grantee shall maintain records of all tests performed.

4.4.2 Replacement Components. In addition to its other obligations, Grantee shall use replacement components of good and durable quality, with characteristics better or equal to replaced equipment. (Ord. 16560 § 1, 3-9-93.)

4.5 System performance.

The City may establish and regulate technical standards for Grantee’s Cable System to the fullest extent permitted by federal law and regulations, and reserves the right to seek such waivers or authorizations as may be required to assert that authority. The System shall, at a minimum, meet the technical standards set forth in 47 C.F.R. Section 76.601 et seq. (“FCC Rules”), and shall be operated, maintained and upgraded to satisfy those standards, as they may be amended. The City shall have the authority to enforce the FCC Rules. If the FCC Rules are eliminated and not replaced, the City may continue to enforce the Rules which existed prior to the date of elimination. If the City has authority to establish standards, standards may be amended or added in conjunction with and subject to Section 8.5 et seq., Periodic Review. (Ord. 16560 § 1, 3-9-93.)

4.6 Initial and continuing tests.

The Grantee shall perform all tests necessary to ensure that the equipment it installs is free from defect, and to demonstrate compliance with the requirements of the FCC Rules and any other applicable technical standards established by state or federal law or under the Franchise. All tests shall be conducted in accordance with the FCC Rules and with the most current edition of Tektronix, “No Loose Ends,” and/or NCTA’s, “Recommended Practices for Measurements on Cable Television Systems.” Grantee shall, at a minimum, do the following:

4.6.1 Preconstruction Quality Control. The Grantee shall perform a preconstruction quality test on random samples of system components as required to determine whether equipment being provided meets manufacturer’s specifications. All new trunk and distribution cable shall be sweep tested on the reel to verify compliance with manufacturer’s specification of frequency response and structural return loss. No component shall be used in the system which fails to meet the manufacturer’s specification.

4.6.2 Acceptance Tests. The Grantee shall perform acceptance tests on the entire system at the conclusion of the upgrade to demonstrate compliance with the FCC Rules and any other applicable technical standards established by state or federal law or under the Franchise. The City has the option of witnessing the tests. The test results shall be submitted to the City for review.

4.6.3 Test Points. To assist in oversight of the Grantee’s performance, Grantee and the City will jointly select test points at various points of the system. The quantity of these test points will be mutually agreed upon based on what best represents the architecture of the system, but there shall be no fewer than the number of test points required consistent with FCC regulations. The Grantee shall perform proof of performance tests at these locations annually, and at other points where system user complaints indicate tests are warranted or as required to test all major trunk lines. The City shall have the option of witnessing the tests. A written report of the test results shall be filed with City within 30 days of the test.

4.6.4 Correction of Deficiencies. If a location fails to meet the technical standards set forth in the FCC Rules, or any other applicable technical standards established by state or federal law or under the Franchise, whether the failure is identified as a result of tests performed under this Agreement or otherwise, the Grantee, without requirement of additional notice or request from City, shall take corrective action, re-test the locations and advise the City of the action taken and results achieved. (Ord. 16560 § 1, 3-9-93.)

4.7 Provision of service to subscribers – System extension.

4.7.1 System Capabilities. Grantee shall build its system so that it is capable of providing service to all businesses and residences located within its Franchise Area.

4.7.2 Extension of Service. Service shall be extended for no more than otherwise applicable installation charges except as provided in this section 4.7.

4.7.3 Additional Charges for Certain Underground Drops. Where Grantee is allowed by this Franchise to locate a drop above ground, but the Subscriber requests to locate his or her cable drop underground, the Grantee shall locate the drop underground, but in addition to the applicable installation charge may charge the Subscriber for the actual difference in cost of installing the underground, rather than the aerial drop.

4.7.4 Additional Charges for Drops of Certain Lengths. Where the drop to the subscriber home is more than 150 feet in length, in addition to the applicable installation charge, Grantee may charge the subscriber the difference between Grantee’s cost of installing a 150 foot drop and the cost of installing a longer drop. (Drop length shall be the shorter of the length of the actual drop installed or the length of the drop that would have been required to the nearest point to which Grantee could be required to extend its System.)

4.7.5 Additional Charges for Certain Extensions. For areas annexed after the effective date of this Franchise and/or areas not within the contiguous boundary of the City, where the person requesting service is more than 500 feet of distance from the existing System (where overhead may be used) or 250 feet of distance from the existing System (where underground must be used); and there is an average density of less than 10 potential Subscribers per 1,320 cable-bearing strand feet of trunk or distribution cable, measured from all points on the System to the point to which the System must be extended to serve the person requesting service, Grantee must extend service if the person or persons requesting service are willing to make a capital contribution in aid of construction to cover actual cost of material and labor, in accordance with the formula set forth herein. Grantee must bear material and labor costs in an amount equal to the material and labor costs per quarter mile, multiplied by the length of the extension in quarter miles, multiplied by a fraction whose numerator equals the actual number of potential Subscribers per 1,320 cable-bearing strand feet of its trunks or distribution cable, and whose denominator equals 10. Persons requesting service will bear the remainder of the material and labor costs on a pro rata basis. Grantee may require that the estimated payment of a potential subscriber’s share of the capital contribution aid of construction be paid in advance. Any excess amounts collected in advance must be returned to the subscriber.

4.7.6 Verification of Charges for Extension. Copies of itemized invoices shall be sent to Subscribers for the material and labor used in any System extension immediately after the extension is completed, along with a calculation showing the Company’s and the Subscriber’s share of those costs and any advance payments by the Subscriber. A copy of the invoice shall be furnished to the City at the same time the invoice is sent to the Subscriber.

4.7.7 Time for Provision of Service. Until the upgrade required [in] section 4.1 is substantially completed, Grantee must provide service to any person requesting it within five business days of the request, where service can be provided by activating or installing a standard drop. Upon substantial completion of the System upgrade, service must be provided to any person requesting it within three business days of the request, where service can be provided by activating or installing a standard drop. Service must be provided within ten business days of the request for a nonstandard drop. Where an extension of the distribution system is required to provide service, service must be provided (1) within 30 days of the request where an extension of one-half mile or less is required or, regardless of distance, where the extension is in response to a request for service from any person who is located within the City limits as those limits existed on the effective date of this Agreement; or (2) in other cases, within six months of the request.

4.7.8 Drops to Public Buildings. Grantee shall install one drop at no charge to every school and fire station within the Service Area and to City Hall. Grantee may charge for Cable Service delivered over that drop, except as otherwise provided in this Franchise. However, the City and the schools may install facilities and equipment to transmit the signal to all rooms within a building, and shall not be required to pay any more for service than the Grantee charges for delivery to a single drop point to a residential subscriber. (Ord. 16560 § 1, 3-9-93.)

4.8 Public, educational and governmental use – Channel capacity.

In addition to the capacity required by section 4.1:

4.8.1 Number of Channels. Grantee shall set aside four downstream channels, one for noncommercial public access, two for educational access, one for governmental access. These channels, and the facilities and equipment associated with them are referred to in this Agreement as “PEG” use channels, facilities or equipment. Two of those channels, one dedicated for educational use and one dedicated for government use, were provided under Grantee’s prior franchise. Those channels will continue to be dedicated to educational and government use for the term of this Franchise. The remaining two channels (one for noncommercial public and the other for educational use) shall be activated on the day any portion of the upgraded system is activated, but no later than June 1, 1995. In addition, Grantee shall provide at least ten downstream channels for educational, governmental and public nonprofit institutional use. Scrambling should be incorporated into the downstream channels. The system shall be designed so that programming transmitted upstream on capacity provided under section 4.1.3 can be routed onto the channels set aside for public, educational and governmental access and/or dedicated lines.

4.8.2 No Charge for Channels. There shall be no charge for use of this channel capacity, or the capacity required by section 4.1.2, 4.1.3 or 4.1.4.

4.8.3 Use of Channels. When the PEG use channels are not being used to carry programming provided by other access users, the City or its designee, at their sole cost and expense, shall have the right to back-up PEG programming with other programming, consistent with promoting public, educational and governmental use of the channels. This paragraph shall not limit Grantee’s rights, if any, under 47 U.S.C. § 531(d). (Ord. 16560 § 1, 3-9-93.)

4.9 PEG use – Equipment and facilities.

Grantee shall provide for PEG use equipment and facilities the following:

4.9.1 Initial Equipment Grant. Grantee shall provide an initial equipment grant of $450,000.00. One Hundred and fifty thousand dollars ($150,000.00) of this amount must be paid to the City on the effective date of this Agreement and the remainder must be paid to the City within 30 days of a written request submitted by the City any time after July 1, 1993. (Ord. 16560 § 1, 3-9-93.)

4.10 PEG use – Management, rules and procedures.

4.10.1 Management of Channels. The City, by resolution, may designate one or more entities, including a non-profit access management corporation, to manage the use of all or part of the PEG channels and the channels designated for institutional use. However, unless the City provides otherwise by resolution, the government access channel now provided shall be managed by the City, the educational channels now provided by Grantee shall be managed by Washburn University, and the educational use channel that will be provided upon activation of any portion of the upgraded system shall be managed by USD 501. During any period where there is no designee managing the use of particular channels, the City shall manage those channels. Notwithstanding the foregoing, the City at any time may require shared use of any channel capacity dedicated for public, educational or governmental use.

4.10.2 Rules for Use of Channels, Facilities and Equipment. The entity responsible for managing a channel shall establish and enforce rules for use of the PEG channels, facilities and equipment under its control to (i) to assure nondiscriminatory access to the channels, facilities and equipment to similarly situated users eligible to use the channel, facilities or equipment; and (ii) to promote use and viewership of the channel, consistent with the obligation to provide nondiscriminatory access.

4.10.3 Grantee May Not Control Content. Except as specifically required by Federal or State law, the Grantee agrees that it will not exercise any editorial control over the content of programming on the dedicated lines or PEG use channels (except for such programming the Grantee may produce and cablecast on the same basis as other PEG channel users). (Ord. 16560 § 1, 3-9-93.)

4.11 PEG use – General.

The parties agree that any cost to Grantee associated with providing access services, facilities and equipment under this Franchise, and payments made outside this Franchise, if any, are not part of the franchise fee, and fall within one or more of the exceptions to 47 U.S.C. § 542. (Ord. 16560 § 1, 3-9-93.)

4.12 Leased use.

4.12.1 Number of Channels. The Grantee shall provide leased access channels as required under the Cable Communications Policy Act of 1984, as amended.

4.12.2 Reservation of Rights. In the event the leased access requirements of Cable Act change, the City may require Grantee to continue to provide channels it was required to provide under the Cable Act, if consistent with federal law.

4.12.3 Regulation By City. To the extent permitted by federal law, the City may regulate terms and conditions for leased use of the channels; may require the Grantee to provide leased users access to system facilities, equipment and services under reasonable terms and conditions; (except as provided in section 4.13) may require the Grantee to attach or interconnect its system to equipment and facilities to facilitate leased use of the channels, under reasonable terms and conditions and may establish other rules and regulations to promote leased use of the channels.

4.12.4 Leased Access Records. The operator shall maintain a file showing the terms and conditions under which it provided services, facilities, equipment and channels to leased users. The file shall, at a minimum, show the lease price, all compensation to the lessor (including compensation in cash, in-kind services, facilities and equipment, or by barter), and the nature of the lessee, or its programming, if considered in establishing the lease term and conditions. The file shall be provided to the City upon request. (Ord. 16560 § 1, 3-9-93.)

4.13 Interconnection.

In the event interconnection of Grantee’s system with any other system is requested by the City, whether or not the requesting party is a competitor or not at the time of request, Grantee shall in good faith evaluate the request in relation to both long and short-term impacts to Grantee within the parameters of sound business judgment. The evaluation and a decision concerning the request shall be completed within ninety (90) days of the interconnection request. Grantee shall state in writing whether or not it is willing to interconnect and if so under what terms interconnection would be acceptable. If Grantee refuses or agree only upon terms not acceptable to the other party(ies) both City and Grantee shall be accorded whatever legal rights each may have at the time, including judicial review. (Ord. 16560 § 1, 3-9-93.)

4.14 Future system upgrades/rebuilds.

Grantee shall provide additional or new facilities and equipment, expand channel capacity and otherwise upgrade or rebuild its system throughout the franchise term as required to incorporate improvements in technology (including but not limited to those described in Grantee’s Proposal to the City) to reasonably meet the needs and interests of the community, in light of the costs thereof. (Ord. 16560 § 1, 3-9-93.)

4.15 Subscriber services.

4.15.1 Certain Categories of Services. In addition to providing any other services as may be required by this Franchise, Grantee agrees to provide the following broad categories of service:

4.15.1.1 Kansas broadcast programming;

4.15.1.2 Kansas educational broadcast programming;

4.15.1.3 Full-time arts/cultural programming;

4.15.1.4 Full-time educational and informational programming;

4.15.1.5 Nonbroadcast network children’s programming;

4.15.1.6 Public affairs programming services which address major local, state and federal issues of interest to the citizens of Topeka;

4.15.1.7 Programming services which meet the needs of minorities in Topeka;

4.15.1.8 Programming which satisfies ascertained needs and interests of the citizens of Topeka.

Nothing in this Section 4.15.1 shall be read to require Grantee to carry every Kansas commercial broadcast station.

4.15.2 Survey. Grantee and City shall cooperate to develop and revise as necessary an annual survey to determine the cable-related needs and interests of Grantee’s Subscribers. Grantee shall commission an independent third party to conduct the survey annually. (Ord. 16560 § 1, 3-9-93.)

Section 5. Customer Services and Rates

5.1 Minimum customer service standards.

5.1.1 Standards – Generally. Grantee must meet or exceed requirements for customer service established by the City in accordance with the Cable Ordinance, and any federal or state customer service requirements, to the extent those federal or state requirements are stricter or address issues not addressed or only partially addressed by the City’s customer service standards. Initially, Grantee shall meet or exceed the customer service standards appended to the ordinance codified in this article as Attachment A. The City may revise these customer service standards as part of the periodic review contemplated by Section 8.5, or as it deems necessary to address issues not addressed or only partially addressed in those standards. Nothing in this section shall be read to limit the City’s right to adopt other consumer protection laws.

5.1.2 Maintenance and Complaints.

5.1.2.1 Grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time possible.

5.1.2.2 Complaints concerning billing, employee courtesy, programming, safety or Grantee’s operational policies, as well as all other complaints, including complaints about outages, signal quality and service disruptions, shall be recorded. For purposes of this section a customer request for information shall not be considered a complaint. Grantee must maintain records of complaints for five (5) years. Copies of the complaint records shall be provided to the City on request. If it is required to do so by federal law, Grantee may remove all information which identifies specific customers, but it is Grantee’s responsibility to provide privacy notices so that complaint information is, as far as possible, fully available to the City.

5.1.2.3 Grantee shall maintain a sufficient repair force of technicians to respond promptly to Subscriber complaints, loss of service, or requests for service. Grantee shall have in place at all time the equipment required to locate and correct system malfunctions.

5.1.2.4 All Subscribers and members of the general public in the City may direct complaints and inquiries regarding Grantee’s service or performance to the Grantee or the City. Complaints directed to the City shall be forwarded to Grantee within three days of receipt by the City for attempted resolution. For any complaint which the Grantee and the complaining party are unable to resolve to the complaining party’s satisfaction after 14 days, and upon the request of the complaining party or the Grantee, the City’s Chief Administrative Officer or designee shall act as a board of review of a complaint or dispute, and recommend action for resolution. A Grantee may not disconnect service to any Subscriber until the complaint or dispute is resolved. It may not levy or accrue late charges, administrative charges or other, similar charges during the first fourteen (14) days the complaint or dispute is pending review or until the complaint or dispute is resolved, whichever occurs first. Any charges or fees thereafter levied or assessed shall be immediately refunded with interest if the complaint or dispute is resolved in the subscriber’s favor. Interest shall be at the rate established for judgments in the State of Kansas. A Grantee’s good faith or lack thereof in attempting to resolve complaints in a fair and equitable manner will be considered in connection with any renewal application filed by the Grantee.

5.1.2.5 In the event a complaint or dispute directed to it is determined by the City to be a potential violation of this Agreement or the Cable Ordinance, and after written notification to Grantee of that determination, the City may exercise any of its other rights and remedies under this Agreement or the Cable Ordinance.

5.1.3 Nondiscrimination.

5.1.3.1 Grantee shall not, in its rates or charges, or in the availability of the services or facilities of its system, or in any other respect, make or grant undue preferences or advantages to any subscriber, potential subscriber, or group of subscribers or potential subscribers, nor shall a Grantee subject any such persons or group of persons to any undue prejudice or any disadvantage; provided, however, a Grantee may offer temporary, bona fide promotional discounts in order to attract or maintain subscribers provided that such discounts are offered on a nondiscriminatory basis to similar classes of subscribers throughout the City. A Grantee shall not deny, delay, or otherwise burden service or discriminate against subscribers within its Franchise Area or users on the basis of age, race, creed, religion, color, sex, handicap, national origin, marital status, or political affiliation, except for discounts for the elderly or handicapped that are applied in a uniform and consistent manner.

5.1.3.2 Grantee shall not deny cable service to any group of potential subscribers because of the income of the residents of the area in which the group resides. No “redlining” will be tolerated.

5.1.3.3 Grantee shall not refuse to employ, nor discharge from employment, nor discriminate against any person in compensation or in terms, conditions or privileges of employment because of age, race, creed, religion, color, sex, handicap, national origin, marital status, or political affiliation. The Grantee shall comply with federal, state and local laws governing equal employment opportunities.

5.1.3.4 Grantee shall not discriminate against minority-owned businesses, in contracting for or otherwise procuring goods or services. Grantee shall use its best efforts to purchase goods and services from minority-owned businesses. Within 45 days of the effective date of its Franchise, and before letting any contract for the construction, upgrade or rebuild of the Cable System required hereunder, Grantee shall develop an Affirmative Action Plan which shall include at least the following elements: (1) detailed plans for advising minority-owned businesses of opportunities for the provision of goods and services to Grantee; and (2) goals for use of goods and services provided by or through minority-owned businesses. The fact that the Plan is to include these elements does not mean that the Plan is to be restricted to these elements. The Affirmative Action Plan shall be regularly reviewed by the Grantee for effectiveness. Failure to meet any goal established in the Affirmative Action Plan will not in itself be deemed proof that Grantee is discriminating against minority-owned businesses, but may be reviewed by the City as one factor (along with its hiring and procurement practices) in determining whether Grantee is in compliance with its obligation not to discriminate. City may review the Affirmative Action plan, and any revisions upon request.

5.1.4 Parental Control Device. Upon request, Grantee shall provide parental control devices to any subscriber. Grantee shall charge no more than its cost for the parental control devices it provides. Grantee must provide subscribers an opportunity to obtain the device within thirty (30) days of initial installation or subscription to the cable system. No additional installation charge may be made for this service if obtained within thirty (30) days of initial installation or subscription. The Grantee may charge a reasonable installation fee if the parental control device is obtained after thirty (30) days of the initial installation or subscription. (Ord. 16560 § 1, 3-9-93.)

5.2 Rate regulation.

5.2.1 City May Regulate. The City may regulate the rates for the provision of service, but only to the extent doing so is consistent with Federal law concerning cable television systems and Federal Communications Commission regulations promulgated thereunder. Nothing herein expands or restricts the rights of either party with respect to any modification, amendments or repeal of 47 U.S.C. § 543 or any FCC regulation promulgated thereunder, or state law or regulations promulgated thereunder.

5.2.2 Schedule of Rates and Charges. Grantee shall file a schedule of all its rates and charges with the City on the effective date of its Franchise.

5.2.3 Notice of Changes to Rates and Services. As a matter of consumer protection, at least 60 days prior to implementing any changes in rate levels, services or service terms, a Grantee shall provide the City written notice describing any changes it plans to make and the proposed effective dates for the changes. At least 45 days prior to implementing any changes in rate level, services or service terms and conditions, a Grantee must provide each affected subscriber notice, describing the changes it plans to make and the proposed effective dates for the changes. Any change made without the required notice shall be of no legal force or effect.

5.2.4 Submission of Rate for Review. Grantee shall be required to submit any change in rates or charges to the City for approval prior to implementing that change, to the extent a Grantee may be required to do so consistent with federal laws and regulation. (Ord. 16560 § 1, 3-9-93.)

Section 6. Franchise Fee

6.1 Amount.

In consideration of the rights, powers and privileges, permission and authority for use of the City’s streets, Grantee shall pay to City an amount equal to five percent (5%) of the Gross Revenue derived from the operation of its Cable System in the City. The City may raise the franchise fee, if so permitted by Federal and State law, to eight (8) percent of gross revenues as defined. Prior to implementation of any increase in franchise fees the Grantee may request, and will be granted a public hearing to discuss said increase with the citizens of the City. The City may require the implementation of such increase in accord with the provisions of this agreement. Increases beyond this amount shall be the subject of good faith negotiations with the Grantee. Grantee may pass-through the franchise fee as a line item to be shown separately on each subscriber’s statement. (Ord. 16560 § 1, 3-9-93.)

6.2 When due.

Payments due City under this provision shall be computed at the end of each calendar quarter and shall be due and payable for the preceding quarter on or before April 30 (for the first quarter), July 31 (for the second quarter), October 31 (for the third quarter) and January 31 (for the fourth quarter) of each year. Each payment shall be accompanied by a statement of revenue received for the quarter in connection with the operation of the Grantee’s System in the City and a brief report showing the basis for computation of fees. The reports shall list a line item for every source of revenue from the operation of the Grantee’s Cable System received by Grantee, any affiliate of Grantee or any other entity that is a cable operator of the Grantee’s Cable System, whether or not Grantee believes the revenue source should be included in the franchise fee calculation; list the revenues received for each line item; and, if Grantee omits any revenue from the franchise fee calculation, an explanation of the reason for the omission. Each statement shall be certified by a certified public accountant or the Grantee’s chief financial officer. (Ord. 16560 § 1, 3-9-93.)

6.3 No accord or satisfaction.

No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall acceptance of payment be construed as a release of any claim the City may have for further or additional sums payable under a Franchise by a Grantee. (Ord. 16560 § 1, 3-9-93.)

6.4 Late payments.

Interest shall be paid on any late payments at a rate equal to the judgment rate of interest established by the State of Kansas. (Ord. 16560 § 1, 3-9-93.)

6.5 Not in lieu of other fees, taxes or assessments.

The Franchise Fee shall be paid in addition to any other fees, charges or assessments of (including, but not limited to, business license fees), unless such fee, charge or assessment must be treated as a Franchise Fee under the Cable Act. (Ord. 16560 § 1, 3-9-93.)

6.6 Right to audit.

The City shall have authority to arrange for and conduct an audit of the financial records of Grantee, its contractors or subcontractors, affiliates or any cable operator of the Grantee’s System for the purpose of verifying Franchise Fee payments. The City will notify Grantee in writing at least seven (7) days prior to the date of the audit, and Grantee shall make available for inspection and copying its books and records, and those of any affiliate or other entity as may be relevant to the determination of gross revenues and Franchise Fees due. The records shall be made available by a Grantee at Grantee’s expense at City Hall, or such other location as the City and a Grantee may agree. However, Grantee shall retain any proprietary interest in these documents and, to the extent permitted under Kansas and federal law, and except as may be necessary to enforce the City’s rights or Grantee’s obligations under its Franchise, the documents shall not be considered open records subject to disclosure to members of the general public or to Grantee’s competitors. (Ord. 16560 § 1, 3-9-93.)

6.7 Payment on termination.

If Grantee’s Franchise terminates for any reason (including through the issuance of a renewal or superseding franchise), Grantee shall file with the City within ninety (90) calendar days of the date its operations in the City cease under that Franchise a financial statement, certified by a certified public accountant or the Grantee’s chief financial officer, showing the gross revenues received by Grantee since the end of the previous fiscal year. Adjustments will be made at that time for Franchise Fees due to the date that the Grantee’s operations under the terminated Franchise cease. (Ord. 16560 § 1, 3-9-93.)

Section 7. Protection of City and Enforcement

7.1 Liability insurance.

7.1.1 Types. Grantee shall purchase and maintain during the term of this Franchise such insurance as will protect it and the City of Topeka, Kansas, as an additional insured, from claims set forth below which may arise out of or result from the Grantee’s construction, operation or repair of its Cable System, whether the same is executed by itself or by any Contractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The City of Topeka, Kansas, shall be listed as an additional insured or provided with an owner’s protective policy written on an occurrence basis on coverage set forth in this Section 7.

7.1.1.1 Claims under workman’s compensation disability benefit and other similar employee benefits;

7.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of its employees;

7.1.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than its employees;

7.1.1.4 Claims for damages insured by usual personal injury liability coverage which are sustained (i) by any person as a result of an offense directly or indirectly related to the employment of such person by the Grantee, or (ii) by any other person; and

7.1.1.5 Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom.

7.1.2 Proof of Insurance. Certificates of insurance acceptable to the City shall be filed with the City on or before the effective date of a Grantee’s Franchise. These Certificates shall contain a provision that coverages afforded under the policies will not be canceled unless at least thirty (30) days prior written notice has been given to the City. At the discretion of the City, the Grantee shall file copies of endorsed insurance policies with the City.

7.1.3 Amounts.

7.1.3.1 A Grantee shall procure and maintain General Public Liability and Property Damage Insurance, with liability coverage for Grantee’s premises, operations, automobiles (owned, nonowned and hired), products, completed operations, elevators, independent contractors, broad form contractual liability and personal and property injury, protecting it and the City from all claims for personal injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with construction, operation or repair of the Grantee’s Cable System, whether the same is executed by itself or by any Contractor under it or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. Insurance may be combined Bodily Injury and Property Damage Liability but in no event shall the limit of liability be less than $500,000.00 for all damages arising out of bodily injury, including death, and all property damage sustained by any one person in any one accident, and $500,000.00 aggregate for such damage sustained by two or more persons in any one accident.

7.1.3.2 A Grantee shall procure and maintain at its own expense, in accordance with the provisions of the laws of the State of Kansas, Worker’s Compensation Insurance, including occupational disease provisions, for all of its employees and in case any work is sublet, it shall require such Contractor similarly to provide Worker’s Compensation Insurance, including occupational disease provisions for all of the latter’s employees unless such employees are covered by the protection afforded by Grantee. In case any class of employees engaged in hazardous work under this Franchise is not protected under Worker’s Compensation, a Grantee shall provide, and shall cause each Contractor to provide adequate and suitable insurance for the protection of its employees not otherwise protected.

7.1.3.3 A Grantee, in addition to all other insurance requirements herein, shall procure and maintain insurance in the type and amount as may be required in any license, permit, or agreement obtained in connection with the construction, operation or repair of its Cable System and which is necessary to complete any construction, operation or repair (i.e., Highway Permit, Railroad Crossing Agreement, Corps of Engineer Permit) regardless of who secured the license, permit or agreement.

7.1.4 Increase In Insurance Requirements. The amounts and types of insurance required herein are subject to reconsideration at each four-year review period. The City may request appropriate revisions. Grantee may not unreasonably refuse to comply. Any new certificate must be submitted within thirty (30) days of any agreed revision. (Ord. 16560 § 1, 3-9-93.)

7.2 Performance bond.

7.2.1 Performance Bond Required. Within ninety (90) days of the effective date of a Franchise, the Grantee shall establish in the City’s favor a performance bond in an amount equal to 10 percent of the estimated cost of constructing, upgrading or rebuilding the Cable System required by this Agreement.

7.2.2 Application of Performance Bond. In the event the Grantee fails to complete the Cable System upgrade in a safe, timely and competent manner in accord with the provisions of its Franchise, applicable law and permits, or otherwise fails to comply with its obligations under its Franchise, there shall be recoverable, jointly and severally from the principal and surety of the bond, any damages or loss suffered by the City as a result, including the full amount of any compensation, indemnification or cost of removal or abandonment of any property of the Grantee, or the cost of completing or repairing the system construction, upgrade, rebuilding or other work, plus a reasonable allowance for attorneys’ fees, up to the full amount of the bond. The City may also recover against the bond any amount recoverable against the letter of credit pursuant to section 7.3 where such amount exceeds that available under the letter of credit.

7.2.3 Release of Performance Bond. The City shall eliminate the bond within fifteen months (15) of the satisfactory completion of the Cable System construction, upgrade or rebuild required by this Agreement. It may reinstitute a performance bond requirement for any subsequent construction, upgrade or rebuild of the Grantee’s Cable System with a cost in excess of $100,000.00, but the amount of the bond shall not exceed ten percent of the total estimated cost of the work.

7.2.4 Required Provisions. The performance bond shall contain the following endorsement:

“This bond may not be canceled, or allowed to lapse, until sixty (60) days after receipt by the City of Topeka, Kansas, by certified mail, return receipt requested, of a written notice from the issuer of the bond of intent to cancel or not to renew.” (Ord. 16560 § 1, 3-9-93.)

7.3 Security fund.

7.3.1 Letter of Credit Required. On the effective date of the Franchise, Grantee shall post with the City an irrevocable letter of credit in the amount of $50,000.00. The City may draw on the letter of credit to ensure the faithful performance of all provisions of this Franchise, applicable law and permits, and the payment by the Grantee of any penalties, liquidated damages, liens, fees, or taxes due the City which arise by reason of the construction, operation or maintenance of the system.

7.3.2 Procedures Prior to Withdrawal. Prior to drawing on a Grantee’s letter of credit the City shall follow the procedures set forth in section 7.7.

7.3.3 Form and Content. The irrevocable letter of credit shall be subject to approval as to content and form by the City Attorney. The letter of credit shall in no event require the consent of the Grantee prior to the collection by the City of any amounts covered by the letter of credit.

7.3.4 Obligation of City to Provide Notice. Within three (3) business days of the date it draws on Grantee’s letter of credit, the City shall send written notice to a Grantee notifying it that the City has drawn on the fund; the amount withdrawn; and the specific reasons for the withdrawal.

7.3.5 Obligation of Grantee to Replenish. Within thirty (30) calendar days after notice to Grantee that an amount has been withdrawn by the City from the letter of credit, the Grantee shall restore the letter of credit to the total amount in the letter of credit immediately prior to the withdrawal. If Grantee fails to restore the letter of credit to the original amount within thirty (30) calendar days, the entire letter of credit remaining may be forfeited, and/or such failure may be considered a material breach of this Franchise and may be used as grounds for revocation of the Franchise.

7.3.6 Disposition of Letter of Credit. The letter of credit will become the property of the City in the event Grantee’s franchise is revoked. The Grantee is entitled to cancel the letter of credit following expiration of the Franchise, provided that there is no outstanding default or unpaid amounts owed to the City by the Grantee.

7.3.7 Increase in Letter of Credit. Without limiting the City’s rights or Grantee’s obligations under section 13 of the Cable Ordinance, the letter of credit amounts required above may be changed periodically by the City pursuant to section 13 to account for inflation or changes in risk to the City. (Ord. 16560 § 1, 3-9-93.)

7.4 Approval of sureties – Relation to other remedies.

7.4.1 Approval of Sureties. The insurance, bonds and letter of credit required by this section 7 shall be issued by a Company or Company approved by the City and licensed or approved to do business in the State of Kansas. The City’s approval will not be unreasonably withheld, provided that the Company or Companies is financially secure and can be expected to comply with its obligations.

7.4.2 Relation to Other Remedies. Recovery by the City of any amounts under sections 7.1 through 7.3 shall not in any respect limit a Grantee’s duty to indemnify the City under section 7.5; nor shall recovery of any amounts in any respect prevent the City from imposing penalties under Kansas law, or exercising any other right or remedy it may have under the Franchise or at law or equity. (Ord. 16560 § 1, 3-9-93.)

7.5 Indemnification.

Grantee shall, at its sole expense, fully indemnify, and hold harmless the City, and in their capacity as such, the officers, agents and employees thereof, from and against any and all claims, suits, and actions, liability and judgment for damages or otherwise arising out of the construction, operation or repair of the Cable System, or in any way arising out of Grantee’s enjoyment or exercise of this Franchise, whether the act or omission giving rise to the same is authorized, allowed or prohibited by this Franchise or applicable law. This duty includes the duty to pay the reasonable expenses incurred by the City, its officers, agents and employees in defending themselves, including but not limited to all out-of-pocket expenses, and attorneys fees for outside counsel (if Grantee or the City determines that the interests of the Grantee and the City conflict). (Ord. 16560 § 1, 3-9-93.)

7.6 Remedies.

7.6.0 Revocation. In addition to all other rights, powers and remedies reserved by the City, the City shall have the additional, separate and distinct rights to revoke the Franchise, if:

(a) The Grantee becomes fiscally unable or unwilling to pay its debts, or is judged to be bankrupt;

(b) The Grantee attempts to or does practice any material fraud or deceit in its conduct in obtaining the Franchise or operating under it;

(c) The Grantee attempts to evade any material provision of this Franchise or applicable law relating to the construction, operation or repair of this Cable System;

(d) The Grantee materially violates the terms of its Franchise. Without limitation, the failure of a Grantee to comply with the deadlines established in its Franchise, or its failure to provide or maintain the required reports and records shall be deemed a material violation of its Franchise; or

(e) The Grantee abandons its Franchise. Grantee shall be deemed to have abandoned its Franchise if it wilfully refuses to operate the Cable System as required by its Franchise, when there is no event beyond Grantee’s control that prevents the operation of the Cable System, and where operation would not endanger the health or safety of the public or property.

7.6.1 Liquidated Damages. Because Grantee’s failure to comply with provisions of this Franchise will result in injury to the City, and because it will be difficult to estimate the extent of such injury, in certain cases the City and Grantee hereby agree to the following liquidated damages, which represent both parties’ best estimate of the damages resulting from the specified injury. To maintain that estimate, the parties agree that the liquidated damage amounts are in 1993 dollars and shall be increased each year by the increase in the Consumer Price Index for All Urban Consumers (CPI-U), Regions [i.e. North Central], all items, Standard Reference Base Period 1982 – 1984 = 100, published by the U.S. Department of Labor, Bureau of Statistics.

7.6.1.1 For failure to substantially complete construction in accordance with the Franchise: $750/day for each day the violation continues;

7.6.1.2 For transferring the franchise without approval: $500/day for each day the violation continues;

7.6.1.3 For failure to comply with requirements for public, educational, and government use of system: $250/day for each day the violation continues;

7.6.1.4 For repeated, willful, or continuing violation of customer service standards, except for those set forth below: $150 per violation;

7.6.1.5 In each case where the Grantee’s performance over a calendar year fails to meet or exceed the performance standards in section 3.2 et seq. of the Customer Service Standards, $1,000 for each month of that year in which the percentage standard was not met;

7.6.1.6 For all other material violations for which actual damages may not be ascertainable, $200/day for each day violation continues. The payment of any liquidated damages shall not relieve the Grantee of its obligation to comply with the Franchise.

7.6.2 Same – Remedies Cumulative. All remedies under the Cable Ordinance or this Agreement shall be cumulative, unless otherwise expressly stated. The exercise of one remedy shall not foreclose use of another, nor shall it relieve Grantee of its obligations to comply with the Franchise. Remedies may be used singly or in combination; in addition, the City may exercise any rights it has under law or at equity. (Ord. 16560 § 1, 3-9-93.)

7.7 Procedures prior to exercise of certain remedies.

7.7.1 Applicability. Notwithstanding the foregoing, before exercising its rights under sections 7.2 and 7.3, or collecting liquidated damages owed under section 7.6.1, or imposing any penalty as provided under Kansas law, the City shall follow the procedures set forth in this section 7.7.

7.7.2 Procedures. Should the City believe that Grantee may have violated its Franchise or applicable law, the City shall give written notice to the Grantee informing it of such alleged violation (“Violation Notice”). Within fourteen days of the date of the Violation Notice, the Grantee must send a written notice to the City advising the City that (1) the Grantee intends to contest the Violation; or (2) the Grantee has completely corrected the violation, and describing in detail the steps taken to correct it; or (3) the Grantee has begun to correct the Violation, but that, with all due diligence the Violation cannot be corrected in fourteen days, and describing in detail steps already taken and the Grantee’s plan and precise schedule for correcting the Violation. If the Grantee intends to contest the Violation, or the City finds that the Grantee may have failed to cure or submit an acceptable plan for curing the default in performance, the City shall schedule a meeting where the operator shall be asked to show cause why it should not be found in violation of the Franchise. At least 20 days notice shall be given prior to such meeting. Notice shall be given to conform to any state law notice requirements. If, after the meeting, the City finds that the Grantee is in violation of the Franchise and has failed to correct the default in performance (or the default cannot be cured), it may exercise any right it has under sections 7.2, 7.3 and 7.6. Correction is not complete until all penalties and damages, if any are owed, are paid.

7.8 Continuity of service.

7.8.1 Subscribers Entitled to Continuous Service. All subscribers in Grantee’s Franchise Area are entitled to receive all available services from Grantee as long as their financial and other obligations to the Grantee are satisfied.

7.8.2 Duty to Provide Continuity of Service. In the event of the termination or transfer of Grantee’s Franchise, the Grantee shall ensure that all subscribers receive continuous, uninterrupted service regardless of the circumstances in accordance with this section 7.8. At the City’s request, a Grantee shall cooperate with the City to operate its Cable System for a temporary period (the “Transition Period”) following termination or transfer of the Franchise as necessary to maintain continuity of service to all subscribers, and shall cooperate in the development of plans required to ensure an orderly transition from one operator to another. The Transition Period will be no longer than a reasonable period (not to exceed thirty-six (36) months unless extended by the City for good cause) required to select another Grantee and build a replacement System. During such Transition Period, the Cable System shall be operated as if the terms and conditions of this Franchise continued to apply, including any provisions related to the regulation of rates, to the extent permitted by federal and state law.

7.8.3 Failure to Operate. In the event Grantee fails to operate the system for ninety-six (96) hours during any seven (7) day period without prior approval of the City, or if the System is abandoned as defined in section 7.6.0, the City may, at its option, operate the system, obtain an injunction requiring Grantee to continue operations, or designate an operator until such time as the Grantee restores service under conditions acceptable to the City or until the Franchise is revoked and a permanent operator is providing service. If the City is required to fulfill this obligation for the Grantee, the Grantee shall reimburse the City for all costs or damages resulting from the Grantee’s failure to perform that are in excess of the revenues from the Cable System received by the City. Additionally, the Grantee will cooperate with the City to allow City employees and/or City agents free access to the Grantees’ facilities and premises for purposes of continuing system operation. (Ord. 16560 § 1, 3-9-93.)

7.9 Termination.

7.9.1 Removal of Wires. Upon revocation or cancellation of Grantee’s Franchise, or upon any other termination of its Franchise by passage of time or otherwise, the City shall have the right to require Grantee to remove, at Grantee’s own expense, its Cable System from Public Streets and Public Property, and any private property occupied pursuant to the terminated Franchise. The City shall notify the Grantee in writing that the Cable System should be removed, and identify any period during which the Grantee will be required to continue to operate the System as provided in section 7.8. In removing its Cable System, Grantee shall refill and compact, at its own expense, any excavation that shall be made and shall leave all Public Streets, Public Property, and private property, in as good a condition as that prevailing prior to Grantee’s removal of its System. The Insurance, Indemnity and Damage provisions of Grantee’s Franchise shall remain in full force and effect until the System is removed.

7.9.2 City Right to Purchase. Upon revocation or cancellation of a Grantee’s Franchise, or upon any other termination of this Franchise by passage of time or otherwise, the City shall have the right to buy the Grantee’s System, if the Grantee has failed, within the transition period provided for in section 7.8.2, to transfer or sell the system to an operator who has been approved by the City subject to the transfer provisions of this chapter. If the Franchise has been revoked or terminated for cause the City may purchase the System at an equitable price, as that term is used in Section 627(b) of the Cable Act. If renewal of the Franchise is denied or the Franchise is terminated as otherwise provided by this Chapter, the City may purchase the system at fair market value, determined on the basis of the System valued as a going concern but with no value allocated to the Franchise itself.

7.9.3 Time for Removal. If the City does not purchase a Grantee’s Cable System as provided in section 7.9.2, and a Grantee has failed to commence removal of its System, within ninety (90) days after termination of the Franchise, or such other date specified by the City under section 7.8.2, or if that Grantee has failed to complete such removal within nine months after removal is required to have begun, the City may:

7.9.3.1 Declare all right, title and interest to that Grantee’s Cable System to be in City or its delegatee with all right of ownership including, but not limited to, the right to operate the Cable System or transfer the Cable System to another for operation by it. Upon such declaration by City, a Grantee shall be entitled to receive an equitable price from the City for the value of the System, less any costs and damages suffered by the City as a result of the delay in removal.

7.9.3.2 Declare the Cable System abandoned and cause the Cable System, or such part thereof as the City shall designate, to be removed at no cost to City. The cost of said removal shall be recoverable from the Insurance and Indemnity sections provided herein, or from the Grantee directly.

7.9.4 Sale to Third Party. Nothing in sections 7.9.1 or 7.9.3 shall prevent the Grantee from selling its system to a third party during any Transition Period, or from selling unabandoned assets in place prior to their removal, provided that, any successor in interest shall be bound and must agree to be bound by all the obligations of the Grantee under this section 7, including specifically its obligation to remove or abandon facilities as provided in section 7.9.3. Every such sale or other assignment shall be subject to the review of the City. The City must agree to approve any such sale or other assignment with a buyer if a buyer:

7.9.4.1 Agrees in writing to comply with the terms of sections 7.8 and 7.9 and to assume and be bound by all of Grantee’s obligations under this sections 7.8 and 7.9, including the obligation to comply with all provisions of the Franchise as if it were still in force; and

7.9.4.2 Agrees in writing to waive any claim or defense that, as a result of the assignment or otherwise, it has a right to operate or maintain the cable system except as provided in sections 7.8 and 7.9, to construct a new System without a franchise, to obtain a new franchise for the System or to renew any authorization to operate or maintain the System under 47 U.S.C. § 546 or otherwise. (Ord. 16560 § 1, 3-9-93.)

Section 8. Monitoring Performance

8.1 Books and records.

The City may inspect and copy the books, records, maps, plans and other documents, including financial documents in the control or possession of a Grantee, its contractors, subcontractors and affiliates, or any person that constitutes a cable operator of a Grantee’s Cable System (1) to enforce the City’s rights or assess compliance with the Grantee’s Franchise and applicable law; (2) in the exercise of any lawful regulatory power; or (3) as is reasonably necessary and relevant in connection with any proceeding the City may or must conduct under applicable law with respect to Grantee’s System. Notwithstanding the Cable Ordinance, the material shall be produced at City Hall unless the documents requested are too voluminous or for security reasons cannot be moved, in which case they shall be made available for inspection and copying at the Grantee’s local business office. If the documents are provided at the Grantee’s local business office, Grantee must bear the City’s travel costs and arrange for and bear the costs associated with expeditiously copying documents. Material that the City requires the Grantee to produce under this section 8.1 shall be produced upon reasonable notice and no later than 30 days after the request for production. Material obtained by the City pursuant to this section shall generally be considered proprietary to the Grantee if the material would be proprietary under federal or state rules of evidence, and such material shall not be disclosed to members of the general public or Grantee’s competitors, except where necessary to comply with obligations under federal or state law, or under the Cable Ordinance or this Agreement. Grantee shall be responsible for clearly and conspicuously stamping the word “confidential” on each page that contains proprietary information; and separating documents containing confidential information from those that do not at the time the documents are provided to the City. At the City’s request, the Grantee will explain the basis for any claim that a particular page contains proprietary information. The City shall promptly notify Grantee if any person requests access to documents or information under the Kansas Open Records Act, or if the City determines that it will be necessary to reveal the information or documents in the discharge of its obligations under the franchise and applicable law, so that Grantee may take appropriate steps as may be available to protect any rights it may claim to have to prevent disclosure. (Ord. 16560 § 1, 3-9-93.)

8.2 Reports and responses to questions.

8.2.1 Quarterly Reports. Grantee shall provide the following reports quarterly, in a form acceptable to the City, at the time it is scheduled to make its Franchise Fee payment:

8.2.1.1 A report showing the number of service calls received by type during the prior quarter; and the percentage of service calls compared to the subscriber base by type of complaint.

8.2.1.2 A report showing the number of outages for the prior quarter, and identifying separately each planned outage, the time it occurred, its duration, and the estimated area and number of subscribers affected; and each unplanned outage, the time it occurred, its estimated duration and the estimated area and the number of subscribers affected; and the total hours of outages as a percentage of total hours of Cable System operation.

8.2.2 Annual Reports. Within 90 days after the close of Grantee’s fiscal year, Grantee shall submit a written annual report, in a form approved by City, including, but not limited to, the following information:

8.2.2.1 A summary of the previous year’s activities in the development of its Cable System in the City, including, but not limited to, additions, deletions or improvements begun or discontinued during the reporting year, services initiated or discontinued, number of subscribers (including gains and losses), homes passed, and miles of cable distribution plant in service. The summary shall also include a comparison of any construction, including system upgrades, during the year with any projections previously provided to the City, as well as rate and charge increases and/or decreases for the previous fiscal year.

8.2.2.2 An audited financial statement, including a statement of revenue, balance sheet, a statement of sources and other reports provided by applicable law or necessary or relevant for the enforcement of the franchise. The statement shall include notes that compare the current year with the prior year.

8.2.2.3 A detailed copy of updated maps depicting the location of all cable plant, showing areas served and locations of all trunk lines and feeder lines in the City. Grantee need not produce as-built maps to comply with this section, if it produces other maps that show accurately the location of Grantee’s facilities.

8.2.3 Documents Provided When Filed or Received. Unless otherwise specified, Grantee shall mail the following documents to the City at the same time they are filed, or within five days of their receipt. The documents shall be provided to the City without regard to whether the documents are filed or received by the Grantee, an affiliate, or some other entity. In the alternative, Grantee may upon the date the documents are filed, or within five days of their receipt, without regard to whether the documents are filed or received by Grantee, an affiliate or some other entity, provide the City with notice of the filing or receipt of the documents. The notice shall indicate the date of filing or receipt, describe the type of document filed or received, and provide a summary description of its subject matter and content. The City may, upon request, obtain copies of all such documents.

8.2.3.1 Within ten days of the date mailed to shareholders or partners, the annual report, if any, of the Grantee, or each Affiliate of Grantee which controls, owns or manages Grantee and issues an annual report;

8.2.3.2 Copyright filings regarding the operations of the Grantee’s Cable System;

8.2.3.3 FCC Forms 325 and 395, or their successor forms for Grantee’s System;

8.2.3.4 Any filing made at the FCC or any state or federal agency regarding Grantee’s Cable System; its proof-of-performance tests; or its RF signal leakage tests; and

8.2.3.5 Any notice of deficiency; forfeiture; or other document issued by any state or federal agency instituting any investigation or civil or criminal proceeding regarding the Cable System, Grantee, any Affiliate that controls, owns or manages Grantee, or any cable operator of the System, to the extent the same may affect or bear on the operations of Grantee’s Cable System.

8.2.3.6 Any request for protection under Bankruptcy laws, or any judgment related to a declaration of bankruptcy by Grantee or any Affiliate that controls or manages Grantee, or any cable operator of the System.

8.2.4 Other Filings Provided on Request. Grantee shall provide the City with notice as provided in section 8.2.3 above and upon request provide copies of any other document filed with or received from any federal, state or local government entity regarding the operation of the Grantee’s Cable System in accordance with section 8.1.

8.2.5 Responses to Questions. Grantee, its contractors, subcontractors and Affiliates, and any other entity that constitutes a cable operator of Grantee’s Cable System which is in control or possession of information respecting that Grantee’s Cable System, shall respond to inquiries from the City concerning the construction, operation, installation or maintenance of the Cable System; plans for its expansion; Cable System revenues; or the Grantee, Affiliate, or cable operator’s financial or legal status, including requests for cash flow statements, profit and loss statements, balance sheets, and similar documents. Material obtained pursuant to this section shall generally be considered proprietary to the Grantee if the material would be proprietary under federal or state rules of evidence, and such material shall not be disclosed to members of the general public or Grantee’s competitors, except where necessary to comply with obligations under federal or state law, or under the Cable Ordinance or this Agreement. The information requested shall be provided within 30 days of request. Requests for extensions of time to respond shall not be unreasonably denied. (Ord. 16560 § 1, 3-9-93.)

8.3 Records maintained.

In addition to public file records and complaint records required by provisions of its Franchise, Grantee shall maintain records of the following in a form acceptable to City:

8.3.1 Outage Records. Records of outages, indicating date, duration, area and the estimated number of subscribers affected, type of outage and cause.

8.3.2 Service Call Records. Records of service calls for repair and maintenance, indicating date and time service was requested, date of acknowledgement and date and time service was scheduled (if it was scheduled), the date and time service was provided (and if different) the date and time the problem was solved.

8.3.3 Installation/Connection/Extension Records. Records of installation/reconnection and requests for service extension, indicating date of request, date of acknowledgment, and date and time service was provided.

8.3.4 Maps. Maps and plans showing the location of the Cable System and as-built maps. As-built maps shall be considered proprietary to the Grantee and, the as-built maps shall not be copied or disclosed to members of the general public or to Grantee’s competitors, except where necessary to comply with obligations under federal or state law, or under the Cable Ordinance or this Agreement. The City shall promptly notify Grantee if any person requests access to documents or information under the Kansas Open Records Act, or if the City determines that it will be necessary to reveal the information or documents in the discharge of its obligations under the franchise and applicable law, so that Grantee may take appropriate steps as may be available to protect any rights it may claim to have to prevent disclosure. The records shall be kept at Grantee’s local office and shall be available for City review and, except as specifically noted above, copying during normal business hours. Records kept in compliance with this section shall be kept for at least five years. (Ord. 16560 § 1, 3-9-93.)

8.4 Inspection of plant.

The City may inspect Grantee’s Cable System during the upgrade, and upon completion of the upgrade, shall have the right to inspect the Cable System and Grantee’s equipment used in the maintenance of that System during normal business hours. If based on subscriber complaints, or based on its own investigation, the City believes that the Cable System may not be operating in compliance with this Franchise, it may require a Grantee to perform tests, and to prepare a report to the City on the results of those tests, including a report identifying any problem found and steps taken to correct the problem. (Ord. 16560 § 1, 3-9-93.)

8.5 Periodic review.

8.5.1 Four-Year Reviews.

a. During the years which commence on the fourth, eighth, and twelfth anniversaries of the effective date of the Franchise, the City may commence a review of Grantee’s performance under the Franchise. As part of this review, the City may consider: (1) whether Grantee has complied with its obligations under the Franchise and applicable law; (2) whether customer service standards, bond or security fund requirements are adequate or excessive; and (3) other issues as may be raised by Grantee, the City or the public.

b. The City shall conduct public hearings to provide Grantee and the public the opportunity to comment on Grantee’s performance and other issues considered as part of the four-year review.

8.5.2 Five-Year Reviews – Technological Changes.

a. During each of the years which commence on the fifth, and tenth anniversaries of the effective date of the Franchise, the City may commence a review to determine whether Grantee has satisfied its obligation to respond to community needs and interest by incorporating technological advances into its system through upgrades and rebuilds as provided in section 4.15, including whether Grantee has maintained a reasonable level of services in light of technological advances in the industry and taking into account the cost of meeting community needs and interests.

b. The City shall conduct public hearings to provide Grantee and the public the opportunity to comment on the issues which are to be considered in this five-year review.

c. At any time after the commencement of the five-year review, the City may require the Grantee to submit a proposal describing its plans including a timetable and costs, to incorporate technological advances into its system, consistent with the findings of the review. The City may set a deadline for submission of the paper which deadline shall provide Grantee no fewer than ninety (90) days to prepare the proposal from the date a written request for the proposal is submitted to the Grantee.

d. Following receipt of the proposal, the City and the Grantee shall negotiate in good faith to develop a plan, including a timetable, for incorporating appropriate technological changes into the system. If the parties are unable to reach agreement within ninety (90) days after receipt of the proposal the City may commence an administrative proceeding in accordance with this section to review the proposal.

e. The City shall provide prompt public notice of the administrative proceeding to consider whether the Grantee’s proposal is reasonable to meet future cable-related community needs and interests, taking into account the cost of meeting such needs and interests.

f. In any proceeding under paragraph d., the Grantee shall be afforded adequate notice and Grantee and City shall be afforded fair opportunity for full participation, including the right to introduce relevant evidence, to require the production of evidence to compel the relevant testimony of officials, agents, employees or consultants of the other, to compel the testimony of other persons as permitted by law and to question witnesses. The parties may introduce evidence regarding system design and capacity in other communities. A transcript shall be made of any proceeding.

g. The City and Grantee shall attempt to select jointly a third party to conduct the administrative hearing described above. If the parties are unable to agree upon a single hearing officer, each may select one officer and the two officers so selected shall select a third officer.

h. At the completion of a proceeding under section d., the administrative hearing officer(s) shall issue a written decision by majority vote, adopting, rejecting or modifying the proposal for rebuild or upgrade, and shall transmit a copy of the decision to the City and to the Grantee. The governing body of the City may adopt, reject or modify the decision of the hearing officer(s), and shall issue a written statement setting forth the reasons for its actions. Grantee shall be bound by the City’s decision, unless it appeals the decision within sixty (60) days of the date it is issued, under subsection i.

i. If the Grantee is adversely affected by the decision of the City, it may file an appropriate action in any court of competent jurisdiction. For purposes of that action, the parties stipulate that the record of the administrative hearing officer(s) and the City shall constitute the entire factual record. Jurisdiction shall be granted as provided in K.S.A. 60-2101(d) and amendments thereto. The scope of the court’s review shall generally be as provided in K.S.A. 77-621 and amendments thereto.

8.5.3 Five-Year Reviews – Access Equipment and Facilities.

a. During each of the years which commence on the fifth and tenth anniversaries of the effective date of the Franchise, the City may commence a review to determine whether additional facilities or equipment are appropriate to meet community needs and interests in public, educational or governmental use of cable, taking into consideration of the cost of providing the same.

b. The City shall conduct public hearings to provide Grantee and the public the opportunity to comment on the issues which are to be considered in this five-year review.

c. If the City determines that additional facilities or equipment are required for public, educational or governmental use, it may require Grantee to provide them; provided that, the City shall permit Grantee to pass-through (as a line item at Grantee’s option) the cost of providing such facilities and equipment. Unless otherwise provided by Federal law and regulations, the parties agree to use the following formula in determining the amount which is eligible for pass-through in any month during which such costs are being recovered: (cost of facilities/equipment) divided by (number of subscribers) divided by (12) divided by (number of years remaining in franchise).

8.5.4 Grantee Cooperation. The Grantee shall cooperate in the four and five-year reviews, including by submitting reports on the state of cable technology. (Ord. 16560 § 1, 3-9-93.)

8.6 Unreasonable requests.

If Grantee believes that information requested by the City need not be produced under the provisions of this Agreement or applicable law, it may seek appropriate protection from a court of competent jurisdiction. (Ord. 16560 § 1, 3-9-93.)

Section 9. Transfers

9.1 Prior approval required.

Prior approval of the City shall be required before Grantee’s Franchise is assigned or transferred, either in whole or in part, or leased, sublet or disposed of in any manner, directly or indirectly, either by forced or involuntary sale, voluntary sale, merger, consolidation or otherwise; and before title thereto, either legal or equitable, or any right, interest or property therein, passes to or vests in any person or persons. A change in control of the Grantee or any person that manages, owns or controls a Grantee is a transfer within the meaning of this section. The approval of the City shall not generally be required for a transfer by mortgage. However, Grantee must notify the City at least thirty (30) days after a part of the cable system is mortgaged. Further, a mortgage of the cable system which results in Grantee no longer managing, owning or controlling the system will be considered a transfer requiring prior application to and the approval of the City. Any transfer resulting from the default and/or foreclosure of a mortgage will likewise be considered a transfer requiring prior application and approval by the City. (Ord. 16560 § 1, 3-9-93.)

9.2 Application for transfer.

The proposed transferee shall make a written request of City for approval of the transfer. The application shall provide complete information regarding the proposed transfer, including (a) all documents embodying the transaction; (b) financing documents; (c) documents identifying any person who will be responsible, through any arrangement, for managing or controlling the Cable System; (d) documents showing that the proposed transferee has the financial, technical and legal ability to operate the Cable System after the transfer so as to satisfy all its obligations under this Franchise without, adversely affecting subscribers; (e) the information required by sections 5(b)(1), 5(b)(3) – (5), 7(a)(2) and (3), 7(a)(9), and 7(a)(11) of the Cable Ordinance; (f) any information the transferee or the transferror is required to produce to a franchising authority under applicable law. The proposed transferee shall also pay all reasonable costs incurred by the City in reviewing and evaluating the application. (Ord. 16560 § 1, 3-9-93.)

9.3 City response.

Upon receiving the transfer application, the City may seek additional information from the Grantee or the proposed Transferee, as reasonably required to evaluate the proposed transaction, and both will cooperate to provide the information to the City. The City shall be under no obligation to transfer the Franchise if Grantee’s acts or omissions make the Franchise subject to revocation, or would permit the City to deny renewal. Nor shall the City be required to transfer unless it is satisfied that any interests it or the public has in the Franchise will be preserved and protected; that past nonperformance will be corrected; and that the proposed transferee has the financial, legal and technical ability and is likely to comply with the Franchise for the future. Under no circumstances will the Franchise be transferred unless the proposed transferee agrees to accept all the terms and conditions of the Franchise; agrees that the transfer does not constitute a waiver of any rights by the Franchisor or indicate that the prior Grantee is or has been in compliance with the Franchise; and agrees to assume all the obligations and liabilities of the prior Grantee. The City may conduct such public hearings as it deems appropriate to consider the transfer request. Approval of a transfer will not be unreasonably withheld. (Ord. 16560 § 1, 3-9-93.)

9.4 Other matters.

9.4.1 Change In Control – Defined. A “change in control,” for purposes of this section 9, includes a change in actual working control in whatever manner exercised and shall be deemed to have occurred whenever there is a disposition of ten percent or more of any interest in Grantee or any person that, through any arrangement, manages or controls the Grantee.

9.4.2 Evidence of Transfer. A Grantee, upon transfer, shall within sixty (60) days thereafter file with City a copy of the deed, agreement, mortgage, lease or other written instrument evidencing transfer or ownership control or lease of the System, certified and sworn to as correct by the Grantee.

9.4.3 Effect of Transfer Without Authorization. Any transfer made without the authorization required herein renders the Franchise null and void from the time of the transfer.

9.5 Certain transfers to affiliates.

Notwithstanding the foregoing, the City recognizes that Grantee is directly owned by TCI Central, Inc. (TCI-Central) which in turn owns or controls directly a number of other cable companies. In order to facilitate reorganization of TCI-Central companies, as deemed appropriate, the City agrees that prior consent shall not be required for any transfer to any company owned or controlled or under common control and with the same direct parent as, i.e. TCI-Central, Inc., and which is intended after such transfer to remain under the ownership or control of TCI Holdings, Inc. or an entity under common control or with the same direct parent as TCI-Central, Inc., provided that, no such transfer shall be valid unless and until Grantee and transferee submit a binding agreement and warranty to the City stating that:

(a) The transferee has read, accepts and agrees to be bound by each and every term of the franchise and related amendments, regulations, ordinances and resolutions then in effect;

(b) The transferee assumes all liabilities and responsibility under the Franchise, and related amendments, regulations, ordinances and resolutions then lawfully in effect for the acts and omissions of Grantee known and unknown, and agrees that the transfer shall not permit it to take any position or exercise any right which could not have been exercised by Grantee; and (c) the transfer will not substantially increase the financial burdens upon or substantially diminish the financial resources available to the system operator, comparing the Grantee to the transferee in a manner which materially may affect the Topeka system.

Grantee and transferee shall also describe the nature of the transfer, and submit complete information regarding the effect of the transfer on the direct and indirect ownership and control of the system operator. (Ord. 16560 § 1, 3-9-93.)

Section 10. Miscellaneous

10.1 Time of essence, maintenance of records of essence.

In determining whether Grantee has substantially complied with Franchise, the parties agree that time is of essence to the agreement. As a result, Grantee’s failure to complete construction, extend service, seek approval of transfers or provide information in a timely manner may constitute substantial breaches. The maintenance of records and provision of reports in accordance with the Franchise is also of essence to the agreement. (Ord. 16560 § 1, 3-9-93.)

10.2 Effect of preemption – Federal and state law.

Grantee must comply with all applicable provisions of federal and state law, except to the extent those provisions are lawfully superseded by a provision of this Franchise. Without limiting the foregoing, if federal or state law establishes times for a Grantee’s actions that are different than the times established under Grantee’s Franchise, and if the federal or state law limits preempt the times established in Grantee’s Franchise, then for the period the Franchise times are preempted, the federal or state law times shall apply and in other respects the provisions of the Franchise shall not be affected. If the City’s ability to enforce any Franchise provision is finally and conclusively preempted, then the provision shall be deemed preempted but only to the extent and for the period the preemption is required by law. If, as a result of a change in law or otherwise, the provision would again be enforceable, it shall be enforceable and Grantee will comply with all obligations thereunder without the requirement of any action by City. (Ord. 16560 § 1, 3-9-93.)

10.3 Force majeure.

A Grantee shall not be deemed in default or noncompliance with provisions of its Franchise where performance was rendered impossible by war or riots, civil disturbance, hurricanes, floods or other natural catastrophes or similar events beyond Grantee’s control, and the Franchise shall not be revoked or a Grantee penalized for such noncompliance, provided the Grantee takes immediate and diligent steps to bring itself back into compliance and to comply as soon as possible under the circumstances with its Franchise without unduly endangering the health, safety and integrity of Grantee’s employees or property, or the health, safety and integrity of the public, or Public Streets, Public Property or private property. (Ord. 16560 § 1, 3-9-93.)

10.4 Written notice.

Notices the parties are required to provide to each other under this Agreement shall be sent by U.S. mail to the following, except that either party may change the person to whom and place to which its notices are to be sent by notifying the other party of the changes in writing:

City Clerk

City of Topeka

215 E. 7th

Topeka, Kansas 66603

TCI of Kansas, Inc.

1615 Washburn Ave.

Topeka, Kansas 66604

and

TCI of Kansas, Inc.

Attn.: Legal Dept.

PO Box 5630

Denver, CO 80217

(Ord. 16560 § 1, 3-9-93.)

10.5 Connections to a grantee’s system, use of antennas.

It shall be unlawful for any person, firm or corporation to make any unauthorized connection, whether physically, acoustically, inductively or otherwise, with any part of Grantee’s Cable System or facilities, for the purpose of enabling the reception of any television, radio, picture, program, sound, or data signals, or other services, without payment to and authorization from Grantee, except that subscribers shall have the right to attach devices to a Grantee’s system to allow them to transmit signals or services for which they have paid to VCR’s, television sets or other terminal devices; and subscribers shall have the right to use their own remote control devices and converters, and other similar equipment, and Grantee shall provide information to consumers which will allow them to adjust such devices so that they may be used with Grantee’s system. It shall also be unlawful for any person, without the consent of Grantee, to willfully tamper with, remove or injure any cables, wires or equipment of a Grantee used for the distribution of television, radio, picture, program, sound or data signals, or other services, unless a Grantee fails to remove such devices from the property of such person if the person chooses not to take service, or if Grantee places such devices on any property where it has no right to place such devices. Grantee shall not, as a condition to providing service, require a subscriber or potential subscriber to remove any existing antenna, or disconnect an antenna except at the express direction of the subscriber or potential subscriber, or prohibit or discourage a subscriber from installing an antenna switch provided such equipment and installations are consistent with applicable codes. (Ord. 16560 § 1, 3-9-93.)

10.6 Kansas law governs.

Except as to matters which are governed solely by federal law, this Franchise will be governed by and construed in accordance with the laws of the State of Kansas. (Ord. 16560 § 1, 3-9-93.)

10.7 Determination of questions of fact.

The City attorney is hereby authorized to settle any dispute arising from Grantee’s operations under its Franchise except those to which the City is a party; any person dissatisfied with the decision of the City attorney may appeal the decision to the City Council. The City Council may affirm, reverse or modify the decision of the City attorney, or may settle the dispute. (Ord. 16560 § 1, 3-9-93.)

10.8 Headings descriptive.

The headings set forth herein are descriptive only. (Ord. 16560 § 1, 3-9-93.)

10.9 Attorneys fees.

If any legal action is instituted to enforce any of the terms of this Agreement, one party’s reasonable attorney’s fees and all costs of the court action, including court costs, expert witness fees and all other actual expense incurred in the prosecution or the defense of this action shall be paid by the other party, to the extent the party prevails. (Ord. 16560 § 1, 3-9-93.)

EXHIBIT 1.

CITY OF TOPEKA CONSUMER PROTECTION POLICIES AND STANDARDS

1. Applicability of policies and standards.

The following policies and standards apply to TCI of Kansas, Inc. (grantee), but not in lieu of standards to which the grantee may be subject to under applicable law, including City codes and regulations.

2. Local office and staffing level.

2.1 Unless specifically granted an exemption in writing by the grantor, grantee shall maintain a local office within the franchise territory. Customer service office should be open for all purposes 7:30 a.m. – 8:00 p.m. Monday through Friday and 8 hours on Saturday. Service calls should be scheduled 8:00 a.m. – 7:00 p.m. Monday through Friday, and during office hours on Saturday.

2.2 As used herein, adequately staffed means toll-free telephone lines are open and customer service representatives are available to respond in at least the following ways:

2.2.1 to accept payments;

2.2.2 to exchange or accept returned converters or other company equipment;

2.2.3 to respond to inquiries; and

2.2.4 to schedule service or repair calls.

3. Customer service and telephone responsiveness.

3.1 Toll-free telephone lines, either staffed or with answering capability, providing at least emergency referral information, must be operational 24 hours a day, including weekends and holidays.

3.2 Grantee shall meet, and upon request shall supply statistical data to verify it has met, the following standards:

3.2.1 Except during any hour where there is a distribution node failure or system outage affecting more than 2,500 of all subscribers, fewer than one call in fifteen in any hour will encounter a busy signal or delay in reaching a customer service representative or any automated answering equipment.

3.2.2 The telephone answer time by a customer service representative, including wait time and time required to transfer the call, shall not exceed 30 seconds.

3.2.3 If automated answering equipment is used the equipment will limit the number of routine rings to four or fewer.

3.2.4 The rate of lost calls shall not exceed 4 1/2% in any month.

3.2.5 The number of trouble calls per month shall not exceed 2% of the number of basic subscribers.

4. Service and repair calls.

4.1 Requests from subscribers for repair and maintenance service must be acknowledged by grantee within 24 hours or prior to the end of the next business day, whichever is earlier.

4.2 Repair and maintenance for service interruptions or other repairs not requiring on-premises work must be completed within 24 hours. All other repairs or maintenance, disconnections, standard installations, service upgrades or downgrades, must be completed within three business days of the request if a service call can be scheduled with the subscriber. Non-standard installations must be completed within 10 days of request unless grantee demonstrates to grantor that if the installation cannot be completed within that time, and grantor approves an alternate time schedule. For purposes of this section, a non-standard installation is any installation of cable service requiring the use of more than 150 feet of drop cable from the nearest active cable plant.

4.3 Grantee shall respond to all other inquiries (including billing inquiries), and respond to complaints within five business days of the receipt of the inquiry or complaint.

4.4 No charge may be made to subscribers for repair and maintenance service, except in cases beyond the reasonable control of the grantee, such as documentable cases of repeated subscriber negligence or abuse of grantee equipment.

4.5 As a normal operating procedure, upon subscriber request grantee shall provide either a specific appointment time or else a pre-designated block of time (not to exceed four hours or a call first option not to exceed four hours) for subscriber service appointments to be scheduled Monday through Saturday in the morning, the afternoon, or after 5:00 p.m. If at any time an installer or technician believes it impossible to make a scheduled appointment time, an attempt to contact the customer will be made prior to the time of appointment and the appointment rescheduled with high priority.

4.6 With particular regard to the needs of physically-disabled customers, upon subscriber request grantee shall arrange for pickup and/or replacement of converters or other company equipment at the subscriber’s address, or else a satisfactory equivalent (such as the provision of a postage-prepaid mailer).

5. Disconnection for cause.

5.1 Grantee may disconnect a subscriber for cause if:

5.1.1 At least 30 days have elapsed after the 15th day of the billing service period in which the service for which the bill was rendered was provided. No late fee for payment may be levied until after the bill is received by the subscriber, and no earlier than the 15th day of the billing service period in which the service for which the bill was rendered is provided.

5.1.2 The grantee has provided at least 10 days written notice to the affected subscriber prior to disconnection, specifying the effective date after which cable services are subject to disconnection; and

5.1.3 There is no pending inquiry regarding a bill, to which grantee has not responded in writing.

5.2 Regardless of subsection 5.1.1 hereof grantee may disconnect a subscriber for cause at any time if the grantee in good faith determines that the subscriber has tampered with or abused company equipment, or is or may be engaged unlawfully in theft of cable services, or if subscriber equipment is causing signal leakage in violation of FCC rules. However, if grantee disconnects for subscriber caused signal leakage, the grantee shall notify the subscriber in writing as to why the service was disconnected and once the problem has been rectified reconnected at no charge.

5.3 The written notice provided under 5.1.2 shall state the reconnect charge which will be levied if service is disconnected.

6. Customer rights on alteration or disconnection of service.

6.1 Grantee shall promptly disconnect any subscriber who so requests from the grantee’s cable system. No period of notice prior to voluntary termination of service may be required of subscribers by grantee. No charge may be imposed by any grantee for voluntary disconnection. So long as the subscriber returns cable company equipment within three business days of the disconnection, in accordance with Section 8.8, no charge may be imposed by grantee for any cable services delivered after the date of the disconnect request. Following actual disconnection and the customer’s return of all equipment belonging to the grantee, the grantee shall within 30 working days return to such subscriber the amount of the deposit, if any, collected by grantee from such subscriber, less any undisputed amounts owed to grantee for cable services or charges prior to the date of disconnection.

6.2 Grantee shall reconnect subscriber upon request, after subscriber pays any amounts due grantee and ceases any practices which prompted disconnection for cause.

6.3 In addition to rights reserved by grantor, subscribers shall have rights with respect to alterations in service. The grantee may not alter the service being provided to a class of subscribers (including by re-tiering, restructuring or otherwise) without the express permission of each subscriber, unless it complies with this section. Prior to grantee altering the service it provides to a class of subscribers, grantee must provide each subscriber in that class at least 30 days notice; explain the substance and full effect of the alteration; and provide the subscriber the right within the 60-day period following notice, to opt to receive any combination of services offered by grantee. Grantee may not alter a service already paid for by subscriber, but must deliver that service. Subscribers who elect to receive a different service within the 60-day period may not be required to pay any charge (other than the regular service fee), including an upgrade or downgrade charge, in order to receive the services selected.

6.4 Grantee shall not levy a disconnect fee at any time, and may not levy a downgrade charge which exceeds the actual cost of the downgrade, except in cases of repeated and documented abuse of promotional offers or service guarantees.

6.5 No charge may be made for reconnection where a subscriber is improperly disconnected; and reconnection charges may not be higher than the standard installation charge being paid at the time of reconnection.

6.6 No charge may be made for any service or product which subscriber has not affirmatively indicated it wishes to receive, separate and apart from payment of the regular monthly bill.

6.7 Any subscriber adversely affected by grantee’s violation of this section (6), or who has been improperly disconnected from cable service, shall receive one month’s credit on his cable service bill.

7. Deposits.

7.1 Grantee may require a reasonable, non-discriminatory deposit on equipment provided to subscribers. Interest shall be paid on all deposits at the prime rate, to the date repayment is made to subscribers. The deposit should be returned within 30 days, or the next billing cycle.

8. Right to refunds.

8.1 Except for planned outages of four hours or less where subscribers are provided at least five days notification in advance, for any day where grantee’s service to a subscriber is interrupted or substantially impaired for one hour or more during the period 7 p.m. – 11 p.m. or four hours or more during any 24-hour period, grantee shall automatically provide a credit to the subscriber’s account equal to 1/30 of the monthly charge for any service tier affected by the outage, and 1/30 of the charge for any service sold on a per-program basis.

8.2 If any subscriber terminates service prior to the end of a prepaid period, a pro rata portion of any prepaid service fee, using the actual number of days in the month as a basis, shall be refunded by grantee.

8.3 If any subscriber terminates any service during the first 12 months of said service because of the failure of grantee to render the service in accordance with this franchise, grantee shall refund to the subscriber an amount equal to the installation, reconnection, upgrade or downgrade charges paid by the subscriber multiplied by the fraction of the twelve-month period for which the subscriber will not be receiving service.

8.4 Full refund of charges paid for any service, including installation and upgrade charges, shall be given to a subscriber who discontinues that service within 30 days of the date the service is provided.

8.5 All refunds shall be made promptly, but not later than 30 days following resolution of request for refund and customer’s return of any equipment belonging to the grantee. Interest at an annual rate of 8% shall be paid on any late refunds.

9. Itemized billing.

Grantee bill to subscribers must itemize each category of service, equipment, or other applicable fees, and state clearly the charge therefor.

10. Information to subscribers.

10.1 Prior to executing any service agreement and prior to installing initial or reconnected service to any customer, and annually thereafter, each grantee shall provide the customer in writing the following information:

10.1.1 The equipment and services currently available (including parental lock-out devices) and the rates and charges which apply;

10.1.2 The amount and criteria for any deposit required by grantee, if applicable, and the manner in which the deposit will be refunded;

10.1.3 The grantee’s policies and procedures by which complaints or inquiries of any nature will be addressed;

10.1.4 The toll-free telephone number and address of the grantee’s office to which complaints and inquiries may be reported;

10.1.5 How to use cable service;

10.1.6 The company’s practices and procedures for protecting against invasions of subscriber privacy; and

10.1.7 The notice and referral information to the City of Topeka; any complaints or inquiries not satisfactorily handled by the company may be referred to the City of Topeka.

10.2 Grantee shall provide to all subscribers on the system and the City written notice at least 30 days prior to any deletions in programming services, increases in any rates, costs, or charges to subscribers, or any channel repositioning within the control of grantee.

10.3 All grantee promotional materials, announcements, and advertising of residential cable services to subscribers and the general public, where price information is listed in any manner, shall clearly and accurately disclose price terms. In the case of pay-per-view or pay-per-event programming, all grantee-prepared promotional materials must clearly and accurately disclose price terms and in the case of telephone orders, a grantee shall take appropriate steps to ensure that grantee’s customer representatives clearly and accurately disclose price terms to potential customers in advance of taking the order.

10.4 Grantee shall maintain a public file containing all notices provided to subscribers under these customer service standards, as well as promotional offers made to subscribers.

11. Nondiscrimination.

11.1 Grantee shall not unlawfully discriminate against any person in the provision of cable television services on the basis of race, color, religion, national origin, sex, sexual preference, age, disability, income, or the income of the residents in the area in which such person lives.

11.2 Grantee shall use best efforts to assure maximum practical availability of grantee services and facilities to all subscribers, regardless of disability, including the availability of a remote control device to those subscribers who are mobility limited, or where a member of the subscriber’s household is mobility limited.

11.3 For hearing impaired customers, grantee shall provide information concerning the cost and availability of equipment to facilitate the reception of all basic services for the hearing impaired.

11.4 Upon request by a subscriber or potential subscriber, grantee shall make a reasonable effort to provide information required under Section 10.

12. Complaint resolution.

12.1 Grantee or subscriber may ask the City to interpret what is required under any part of these customer service standards, and the City’s interpretation, unless arbitrary and capricious, shall bind the grantee in the resolution of any complaint.

12.2 Grantee shall establish a clear procedure for resolving complaints, involving at least the following elements:

12.2.1 A simple procedure for making complaints orally or in writing, consistent with these customer service standards, and identification of a person responsible for resolving them.

12.2.2 Notice to subscribers that they may file any complaint with the City and if not resolved to subscriber’s satisfaction after fourteen days, that the City may establish the appropriate resolution.

12.2.3 Initial response to any complaint within 5 days, and final written response to the complaint within 30 days of the date the complaint is made.

13. Privacy.

13.1 Grantee shall at all time comply with the privacy provisions of the Cable Communications Policy Act of 1984.

13.2 Any written or other permissions as required in substance and form under the Cable Act or this franchise shall be granted for a limited period of time, not to exceed one year.

13.3 No penalties or extra charges may be invoked for a subscriber’s failure to grant permission.

13.4 Grantee shall not sell or otherwise make available to any party, lists of the names and addresses of any subscribers for re-sale or marketing, without the permission of each subscriber on the list.

14. Miscellaneous.

14.1 For purposes of these customer service standards, any time period expressed in “days” begins the day of the event in question and continues through midnight on the last day of the time period.

14.2 A customer may notify grantee it intends to exercise its rights under the standards or franchise either orally or in writing.

14.3 If a customer is required to return equipment to the grantee and has received notice from the grantee to do so within a certain time period the customer must return or provide for the return of the equipment within three days following that time period.

EXHIBIT 2.

TECHNICAL PROPOSAL

Introduction

TCI of Kansas, Inc., (“Company”) is pleased to submit its informal proposal for the technical upgrade of the Topeka cable system. The following pages outline the Company’s proposal for the upgrade including the technical specifications and standards for the operation of the upgraded system, and a preliminary construction timetable for completion of the project.

TCI of Kansas, Inc. is committed to the long-term goal of maintaining excellence in service to its customers. The upgrade of the system plays an important part in accomplishing that goal in Topeka.

TCI of Kansas, Inc. proposes, upon the effective date of a renewed franchise agreement for a term of 15 years to commence an upgrade of the Topeka system to a 550 MHz, 80-plus channel capacity system, utilizing fiber optical technology in fiber-to-feeder architecture design. Upon completion of the upgrade, the Company proposes to initially activate 10 additional channels of programming on the system. The proposed system will provide integrated stereo sound where available and emergency alert capability.

We look forward to our continuing relationship with Topeka with confidence in our commitment to future excellence.

Technical Upgrade

TCI of Kansas, Inc. proposes, upon the signing of a 15-year franchise renewal document, to technically upgrade the Topeka, Kansas cable system incorporating optical fiber technology. Our proposal for the Topeka cable system is a “fiber-to-the-feeder” design. The optical fiber technology is one of the newer tools which the cable industry employs to enhance system capability and reliability, and to increase channel capacity. Upon completion of the upgrade the cable system will be built to a 550 MHz bandwidth capable of providing in excess of 80 channels. It is estimated that this upgrade will be completed within 36 months of the effective date of the franchise renewal agreement. The upgraded system will also provide two-way interactive links serving all three current outside origination points (City Hall, Washburn University and USD 501). Additionally, we propose dark fiber links between three additional locations, Topeka High School, Highland Park High School and Topeka West High School would be ideal sites for interactive hubs. All interactive sites would connect back to a single centralized point such as the system headend or an access center.

Fiber Optic Construction

Optical fiber technology uses very thin strands of glass to carry light signals generated by laser transmitters or other light sources. Information can be carried by light in much the same way as information is carried by electronic signals over the copper “twisted pair” wire used by telephone systems for voice and data, and over the coaxial cable used by cable systems for transmitting video and data. Fiber has wider bandwidth or carrying capacity than traditional copper twisted pair wire, although fiber, in its current applications, does not have more usable bandwidth than coaxial cable.

The primary advantage of fiber over coaxial cable is that a signal can be carried greater distances with lower loss of power and subsequent need for amplification. Amplifiers are needed to strengthen cable signals where long stretches of coaxial cable exist. Long stretches of cable requiring “cascades” of amplifiers can result in poor signal quality, or a loss in the number of channels that can be delivered. Fiber has a greater ability to carry signals without losing power, and thus fiber allows systems to reduce the number of amplifiers between the headend and the customer, or to eliminate amplifiers in longer “supertrunk” lines. The elimination of amplifiers results in improved quality and reliability.

Other advantages from the cable industry’s installation of optical fiber include:

Cost Effective Upgrades of Channel Capacity. The existing coaxial cable to every home is theoretically capable of carrying 100 – 200 channels. Reducing the number of amplifiers on a cascade between headend and customer through the use of fiber allows significant channel upgrades without expensive replacement of the cable to each individual home, or local loop.

Improved Reliability. Because there are fewer amplifiers in a typical cascade to fail in a fiber-enhanced system, there are fewer customers affected by any given individual amplifier failure.

Improved Signal Quality. Because of the reduced number of amplifiers between the headend and customer, transmissions along fiber optic cable degrade far less quickly and result in stronger, clearer picture at the receiving end.

Cable Industry Use of Fiber – Point-to-Point Communications.

Fiber technology is being employed by the cable industry to improve communications that require high capacity connections between two locations, known as point-to-point communications, for example, linking separate headends together. This application is sometime referred to as “supertrunking.” Other point-to-point fiber applications in use by the industry include linking remote production studios (for example, facilities which record local government meetings for the government access channel) with the headend, or connecting the headend with a satellite dish or antenna which for some reason must be located away from the headend.

Cable Industry Use of Fiber – Evolutionary Applications.

The more evolutionary application of fiber is currently known by a number of names, such as “fiber backbone” and “Cable Area Network.” In such application a fiber link is constructed between the system headend and a point somewhere in the distribution network. Evolutionary applications bring fiber closer to the customer, which means that the signal that reaches the customer has not been degraded by as many amplifiers and other electronics. The highly flexible system that results from evolutionary fiber deployment allows cable systems to deliver more channels, to improve system reliability, and to reduce operating costs.

“Fiber backbone” or “Cable Area Network” applications are considered evolutionary because placing fiber in this portion of the network not only makes technical and economic sense today, but also sets the stage for further developments in fiber and other cable technologies which will lead to significant channel capacity expansion and the introduction of innovative program services.

Another new application of fiber is called “fiber-to-the-feeder” (“FTF”). The 550 MegaHertz (MHz) FTF design takes fiber all the way to the feeder plant, which is the last stage before the actual connection to the home. The 550 MHz FTF design is the latest in a series of logical, cost-effective steps which the cable industry has taken to deploy the useful technology of optical fiber.

Growth in Cable’s Use of Fiber.

The 20 largest multiple system operators (MSO’s) have begun installation of fiber within their systems. The amount of fiber installed by these companies has increased by 400 percent since 1988, with over 13 million subscribers now served by systems utilizing fiber optics. Current estimates indicate that cable industry deployment of fiber is expected to grow at an annual rate of 25 percent over the next decade.

Cable Systems of the Future.

Programming/bandwidth expansion, fiber optics, high definition television (HDTV), compressed digital video, interactivity, telephony and personal communications networks (PCN) are among the advances for which cable operators must plan in plant construction today.

The cable industry’s research and development consortium, Cable Labs, currently envisions future cable systems to be hybrid fiber/coax systems. This design melds the evolutionary fiber thinking applications, as they are being implemented today, with coaxial cable used to connect to the home.

The resulting hybrid looks like a star architecture, but it has none of the cost-burdens of the switched-star system used by tide telephone industry. Further, it has construction economies similar to a tree-and-branch system, but none of the growth barriers.

Cable industry use of fiber optics provides all excellent platform for future evolutionary growth. Specific future-ready provisions include the following:

Bandwidth Expandable. All cable and feeder electronics housings and chassis are qualified for full channel loading at 550 MHz or more. Future bandwidth expansion is expected to be further eased by new hybrid AM/digital transmission schemes (see Compressed Digital Video section below). Lasers, photodiode detectors and optical transmission fiber all facilitate relatively easy expansion toward 1,000 MHz bandwidths.

Advanced Amplifiers. Line extenders use cost-efficient power-doubled or QUADRAPOWER technology. These advanced amplifiers further facilitate bandwidth expansion and future channel additions.

Optical Splitters. Today’s system optical splitters are located in the headends, rather than in the field. This allows all option of more easily converting the optical network in the future. Future field-splitting and wavelength division multiplexing (WDM) expansion options are available for additional expansion.

Optical Amplifiers. Based on laboratory performance of erbium-doped fiber amplifiers operating at 1550 nm, fiber optic node location decisions incorporate projected future plant upgrades. Using narrow linewidth light sources, laboratory experiments have demonstrated that 1550 nm transmission over standard 1310 nm fiber can be accomplished with no dispersion-related increase in noise or distortion. Other experiments have shown high optical amplifier outputs of with no measurable contribution to system distortion and manageable noise figures. Dual-window (1310/1550nm) fiber and optical passives are used in current construction.

High Definition Television. FTF systems provide the bandwidth expansion and system flexibility required to handle an HDTV transmission system currently envisioned. Cable television’s growth plan assumes that HDTV technology will prove in first for premium services and that all digital HDTV transmission will become the norm. Therefore, provisions for HDTV are similar to those for Compressed Digital Video, below.

Compressed Digital Video. The cable industry is ready for expected AM/Digital video hybrid transmission schemes. Based on a David Grugg III analysis published in the NCTA ‘91 Technical Papers, a 4 to 6 dB distortion improvement factor is projected for AM/Digital systems compared to all analog channel loading systems. The use of digital carriers above 550 MHz also will ease high frequency tap level requirements because the digital signals can tolerate more noise.

Cable will not only increase its reach in the future, but the capabilities of the cable infrastructure will be dramatically improved. Industry plans call for spending $18 billion over the next 10 years to upgrade plant and equipment.

Optical fiber will be an integral part of this upgrading, and by 1999 will account for almost forty percent of the total annual investment in trunk and feeder cable. Fiber is viewed not as an end in itself, but as a complement to already sophisticated cable systems which will improve system performance and will enable operators to deliver a wider variety of programming and services. Our proposal for Topeka is the “fiber-to-the-feeder” design. Through continued development and application of fiber optics and other innovative technologies, the cable industry is guaranteed to be at the forefront of communications technology, offering the video network of the future today.

Service Area.

The upgraded cable system will be accomplished in a manner that continues to serve all areas currently served and so that newly annexed or currently unserved areas can be served in accordance with the criteria stated below.

New or Unserviced Areas.

For areas annexed after March 1, 1992, Grantee will extend service to businesses and residences requesting service at no charge to the subscriber beyond normal installation charges where such business or residence is within 150 feet of existing cable plant, or where residential density meets or exceeds 15 homes per quarter mile measured from existing cable plant. Where a subscriber requesting service does not meet the above criteria, the Grantee will extend service to such subscriber on a cost sharing basis according to the following formula:

Total Cost Per Quarter Mile	=	Grantee’s Share
15

Total Cost less Grantee’s Share	=	Subscriber’s Share
Number of Requesting Subscribers

Initial Programming.

We at TCI of Kansas, Inc. are committed to providing our customers with a comprehensive and well-balanced mix or programming. This mix should be reliable and proven, both in terms of subscriber popularity and long-term success. Following franchise renewal, a wide variety of services will include, at a minimum, television broadcast signals and an array of satellite-delivered cable programming. The Company recognizes that its programming fare should be in harmony with the needs and interests of the community, ensuring customer satisfaction and commercial viability. The Company feels it must cave ultimate flexibility in its programming decisions so it can respond to market conditions and customer demand. It reserves that right to make changes from time to time should, for instance, a service become unavailable, or should programming become available that better responds to the needs and interests of customers.

At completion of the system upgrade project, we propose an initial activation of 10 additional channels in addition to those currently being carried. Two of the 10 would be set aside for additional PEG use. The new and extremely popular low priced premium service Encore would be added. A regional sports network such as Prime Sports Network would be a positive addition to the expanded basic package. Two channels would be dedicated to pay per view with the remaining slots being added to the basic service. The service line-up would then consist of 46 activated channels, a 32 channel basic service including four channels dedicated to PEG, a seven channel expanded basic service, five premium channels and two pay per view channels.

Emergency Alert Capability.

The Company has installed a device in the headend that can override the audio portion of each cable channel and substitute an audio emergency message. With this system in place, fire, flood, severe weather warnings, and civil defense alerts can be cable cast over the system to the entire Topeka cable community by authorized community officials.

The Civil Emergency Alert System is installed in the headend where it is backed up by the stand-by power facility. It is remotely activated by using either a dedicated line, a touch-tone telephone or a radio control link. Once the proper code is introduced into the system, the telephone can be used to deliver the emergency message.

The Company requests that the City of Topeka hold TCI of Kansas, Inc., its agents, employees, officers, and assigns harmless from any claims arising out of the City’s emergency use of its facilities. The Company will work with the City to incorporate the emergency alert notification into the Community’s disaster plan.

High Definition Television/Advanced Television.

Enhancing the picture quality for our customers is an on-going objective of TCI of Kansas, Inc. and its ultimate parent, Tele-Communications, Inc.

High Definition Television (HDTV) is one technology that potentially offers viewers a more “life-like” picture by providing sharper colors and contrasts, and an enhanced perspective of real depth. The Company has invested a significant amount of money and energy in researching and developing HDTV so that it is prepared for the advent of this exciting advance in picture quality.

Currently, however, no national standards or policies for HDTV have been established by the National Television Standards Committee. This must occur first because not only will this technology affect cable operators, it will have a dramatic impact on the broadcast and equipment manufacturing industries. In addition, most present-day television sets in consumer households are not able to receive or retransmit this type of quality. Another technology that can provide HDTV-like picture quality is called Advanced Television. With this technology, which may be available in the nearer term, customers will be able to receive an enhanced video signal by using their existing televisions sets.

Offering our customers a new and enhanced visual experience through one of these new technologies represents a long-term commitment by the Company.

Pay Per View.

The upgraded system will maintain and enhance our current pay per view capability with channel space dedicated to pay per view use.

Stereo.

The system upgrade will include the additional headend equipment necessary to provide integrated stereo sound on those channels and programs that are originated and available to the Company in stereo.

Technical Specifications and Standards

The technical specifications and construction procedures which the Company strive to maintain throughout the Topeka system are detailed below.

Construction Standards.

Materials and components used will be of the highest quality and of Technical conservative design. For example, distribution or feeder lines shall be constructed using low-loss aluminum coaxial cable.

To ensure reliability and continuing good service, system components will be carefully selected to maintain system RF shielding integrity. All splices and connectors will be of the integral sleeve type. House-drop cable will be double-shielded, with a layer of foil and 67 percent braid coverage.

To minimize the occurrence of major system outages and other problems, the Company will take the following precautions:

• All indoor headend components will be in an air-conditioned environment to insure optimum functioning.

• The system will be bonded and grounded.

• All towers, antennas, satellite receive stations, and other exposed equipment will be properly grounded.

Standard construction practices to be followed by TCI of Kansas, Inc. dictate that coaxial cable splices shall be held to a minimum, be properly waterproofed, and contain adequate thermal expansion loops to absorb the expansion and contraction of the cable due to temperature variation.

Reliability of Service.

The Company considers reliability of service second only to safety in the design and construction of a cable system. With respect to the latter, construction practices shall be accordance with standard utility pole regulations, and the statutes and regulations, currently in effect, listed below:

• Rules and Regulations of the Federal Communications Commissions. Parts 76 and 78,

• Obstruction Marking and Lighting, AC 70/7460-IE, Federal Aviation Administration,

• Federal Communications Commission Rules, Part 17, Construction, Marking and Lighting of Antenna Structure,

• National Electrical Safety Code,

• OSHA Safety and Health Standards,

• NCTA Standards of Good Engineering Practices, NCTA 008-0477 E1A Standard RS-222C, “Structural Standards for Steel Towers and Antenna Supporting Structures.”

System Maintenance and Performance Tests.

The system performance tests that are performed on a monthly basis include Frequency Response, Signal-to-Noise, Signal-to-Hum, Headend Operations, and Satellite station Inspection. The entire plant will be inspected for egress on a quarterly basis. Yearly system performance tests are performed in compliance with guidelines set forth by the FCC.

Preventive maintenance will consist of a monthly routine evaluation of all system operating parameters.

Microwave System Maintenance.

The microwave system used to import Kansas City area off-air signals will be maintained in accordance with manufacturer’s recommended standards and applicable FCC specifications. All maintenance and repair will be performed by licensed technicians.

Conclusion

This technical proposal by TCI of Kansas, Inc. is based on information conveyed by the City and our customers. It is also based on the Company’s firsthand knowledge of the community it serves. The Company feels that the cable system proposed in this document is responsive to the cable-related community needs of Topeka. The community will inevitably undergo many changes in the future that create new needs. The Company will continue to remain aware of changes that are taking place within the City and will make reasonable attempts to respond to these changes in order to provide services that enhance life for all residents.